Everything's Not Lost
by justicemuffins
Summary: "One must lie under certain circumstances and at all times when one can't do anything about them." - Harper Lee, To Kill a Mockingbird
1. A Hopeful Transmission

This idea popped into my head the other day and just would not leave me alone. I kind of wanted to explore Phil's background and write a little something while I'm still giddy over the announcement of Clark Gregg reprising his role as Agent Coulson in the S.H.I.E.L.D. series. I've imagined a number of ways in which Phil might have survived, and this one is a particular favorite of mine, so I hope you'll enjoy it as much as I do.

As far as pairings in this fic go, there's going to be some Pepperony (Tony/Pepper) and pre-Capsicoul (Steve/Phil). I think that's all I have to say for the moment!

**DISCLAIMER:** I do not own The Avengers or any related MCU characters, places, etc. I'm just kicking around in the sandbox.

* * *

Steve likes to think of himself as a professional, someone who can keep a level head in situations where everything seems like it's gone to hell. In this situation he finds himself unable to achieve that level of professionalism.

"What the _hell_ is going on?" he demands, surging up and out of his seat.

There are similar shouts of protest and disbelief from around him, but his gaze remains focused on Fury, waiting for an explanation. For his part, the Director stands calmly, apparently waiting for them to tire themselves out before he deigns to favor them with a response of any kind. When it doesn't seem like they're about to, he holds up a hand to silence them. It doesn't get him far. So Steve intervenes.

"All right, all right, _enough_!" he shouts, with enough of an edge to his tone to get them all quiet. Mostly—Tony Stark is never truly quiet. He turns his angry gaze back on Fury. "You owe us an explanation. _Now._"

"Like I said, Coulson's alive," Fury repeated.

"Yeah, great, thanks, we got that. I think the questions here are a) How? And b) Why the _fuck_ didn't you tell us sooner?" Tony snarls.

"There's a very good answer for both of those. And you'll get them in due time," Fury tells them calmly. "The story's not really mine to tell."

"Has he regained consciousness?" Natasha thinks to ask.

"He started fighting the ventilator four days ago. Woke up briefly the day after that. He's been in and out of it since, but Sitwell's with him, says he seems fairly stable now," Fury answers.

"Then I assume you're taking us to him," Bruce says.

Fury is silent for a heartbeat before turning to walk out of the room. "Follow me."

And they do.

* * *

Pepper Potts is a model of self-control. She is sure and calm in very nearly any situation, the perfect counter to Tony's passion and unpredictability. Which is why she makes certain that she does _not_ fall apart at the seams when Tony calls and tells her that Phil's alive and they're taking her with them to see him.

"It's been a month," Pepper says as they sit in the comfort of one of Stark Enterprise's private jets—Tony refused to take any transport provided by S.H.I.E.L.D. "A month, Nick."

"…why is he _Nick_?" Tony asks, sounding horrified.

Pepper pointedly ignores him, her attention fixed on the man seated opposite her.

"We had a funeral. There's a grave, a headstone with his name on it. We've been mourning him all this time," she says, her tone terse. Tony can tell she wants to scream. If he were her, he'd be screaming. But he's not, thank goodness, because one of them has to be the calm to the storm. "I'm hoping you have a very, very good reason as to why you've let us continue doing so."

"Several good reasons, Miss Potts. There are some I can't tell you just now, but the one I can is that when I made the call, he _was_ dead, to my knowledge," Fury says, spreading his hands palm up on the table. "It wasn't until after the battle that I discovered that they'd revived him—and lost him and revived him again quite a few times. Up until he woke up, we weren't sure he was going to make it. I didn't see the point in letting anyone know until we were sure."

"Has anyone notified his family?" Steve asks, leaning forward in his seat.

The smile Pepper offers him is sad and grateful and something else all at once. "The closest thing to family he has is either here on this jet or sitting at his bedside."

"Oh," Steve says heavily.

"Are there any long-term side effects?" Clint asks.

No one answers him.

"From when he was stabbed. By that scepter. Did the Tesseract do anything to him?" Clint clarifies.

Fury appears to be debating answering that and, at length, simply says, "In a manner of speaking."

"'In a manner of speaking'?" Clint says, his voice sounding like the rumble that precedes a roar. "Yes or no, sir. _Was_ he or _was he not_ fucking affected?"

"I'm telling you what I can at present, Agent Barton," Fury replies in a remarkably patient manner, given the circumstances. It doesn't stop him from focusing his lone eye on the archer in a look that would cause lesser men to spontaneously combust. "Don't you think there's a reason why there's so much red tape around Coulson's file?"

"Not to burst your bubble here, my furious friend, but I've seen Phil's file. You really need to up your security," Tony announces.

Steve watches as Fury grins, of all things. Natasha rolls her eyes and looks to Tony.

"You saw the file he wanted you to see," she explains.

"You put up a fake file as a front?" Tony asks, pinching the bridge of his nose. "Fine. Whatever. I'm assuming you've seen his actual file then, Agent Romanoff?"

Natasha shakes her head.

"And what does all this have to do with our current situation?" Bruce asks. His brow had creased with concern when the discussion had shifted to whether or not Phil had been affected by the Tesseract and he leans forward in his seat as he speaks.

"We're going to see the man now. I feel you're owed the whole story, and giving you the whole story means starting from the beginning," Fury answers. "I'd tell you the whole of it right now if not for the fact that I owe him at least the chance to decide if he wants to tell it himself."

"What is it with you people and giving straight answers?" Tony asks with a flat stare.

"It's against company policy," Natasha answers with a shrug.

Steve sits back, listening to the exchange. He's feeling too many things at once. Elation at the knowledge that Phil is still alive, anger at having been lied to by Fury, worry over what condition the agent might be in when they get to see him, guilt for the fact that this fate had befallen the man in the first place, shame for not having been the man he should have been, and an odd sense of joy for the fact that the trading cards in his jacket pocket could be returned to their owner. Signed.

He follows along with the conversation until, annoyed by Fury's lack of response, Tony sets in on him with as many inappropriate nicknames as his mind can conjure and the others settle for watching (or glaring at, in Clint's case) the Director with a gleam of distrust in their eye.

The jet can't fly fast enough for any of them.

* * *

"Jesus Christ, how many floors down are you hiding him?" Tony remarks as the elevator plummets. They can all see he's getting antsy. Pepper lays a hand on his arm which seems to still him for a moment, at least.

"As many as I feel like," Fury retorts.

From the elevator, they walk down a long corridor, past three security checks and through several doors until at last Fury stops them outside an unmarked door. The Director knocks once before the door opens. Jasper Sitwell is wearing a look of tired relief as he ushers them in, where they crowd awkwardly near the entrance.

Phil is asleep. He looks small, Steve thinks, lying there in the hospital bed, propped up on pillows and hooked up with IVs and heart monitors and oxygen lines. The agent is frighteningly pale and thinner than Steve remembers, but according to Fury he's been comatose for nearly a month so perhaps that shouldn't be surprising.

"Well, are you all just gonna fucking stand there?" Fury asks, looking to them expectantly.

Pepper is the first to move forward, sitting in the seat beside the bed that Jasper must have only just vacated. Steve follows with the rest of them as they hover over the bed. He watches as Pepper slips her hand beneath Phil's and squeezes gently. That seems to prompt him towards waking because he begins to stir and, after a few failed attempts, he opens his eyes. It takes him a minute to focus, but eventually his weary gaze finds Pepper's. Standing beside the chair, Steve can see the way her eyes take on a shine as she smiles down at the agent. He's no fool; he'd seen her at the funeral, he knows she's putting forth a monstrous effort not to fall apart right then and there.

"Hey. You stood me up," she tells the agent. "We were supposed to get lunch."

"Sorry," Phil says, a small smile forming on his face despite the exhaustion in his voice. "Overslept."

"Yeah," Pepper responds with a teary laugh, patting his hand. "You sure did."

It's only another moment before Pepper is out of the chair and has her arms around him. The surprise etched into his features is enough to make Steve smile. He watches as the agent hesitantly reaches up with his right arm to return the embrace, despite the flicker of pain that flashes across his features. He hears bits of mumbled conversation between them before Pepper seats herself again, wiping hurriedly at her eyes in an attempt to compose herself. Phil takes the time to look at them as a group and Steve can see that the agent is more than pleased to see them together as a group.

"Barton."

Clint stiffens when Phil speaks his name.

"Sir."

"Sitwell said we'd gotten you back. It's good to see you with my own eyes, though."

Steve shifts his gaze to Clint and watches as the archer ducks his head. He can see Clint's hands shaking, just slightly. It's been hard for him, Steve knows. The guilt, the anger, the fear. Clint's been coping as best as he's been able, but you don't just walk off an experience like the one he's had. Having Phil back, though, that will help. It won't make everything better, but it will help.

"Likewise, boss," Clint says, tucking it all away for the moment and masking it with a grin.

"Can we talk about how much of an idiot you are, though? It's the elephant sitting in the room and it needs to be addressed. You're an idiot," Tony blurts. It must have been a record, how long he'd kept silent.

For once, no one tries to correct him. Phil huffs something that might be a laugh. He looks amused, in any case.

"Can't argue there," Phil agrees.

"But you're alive."

"Yes."

"And if I stopped talking, you'd probably go into some speech about how it was all worth it and if you had the chance you'd do it again, right?"

"Do you deny that it was worth it?"

Phil's tone is patient, probing. Just the way Steve knows Tony hates. And has missed. He watches the billionaire's jaw twitch.

"It wasn't worth it."

Steve takes a moment to capture in his mind the look of surprise on Phil's face. He supposes it's unfair—the agent is badly injured, weakened, and still under heavy medication so his defenses are lowered—but the confusion those four words bring to his features is nearly heartbreaking.

"Because of you I didn't sleep for a week. Pepper kept soaking my pillow in tears," Tony says suddenly.

"Tony, do _not_ start with me," Pepper interjects.

"I think I can speak for everyone," Bruce intervenes smoothly, "when I say that while we're obviously very glad that Manhattan is not a smoking crater, the cost of getting us to where we needed to be to make that happen was more than any of us wanted to pay."

Again Steve watches confusion settle on the agent's face. But the man quietly thanks them all the same. And then apologizes.

"You don't have anything to apologize for," Steve assures him, and Phil looks at him for the first time since they'd entered the room.

"We would, however, like to know why we were lied to," Natasha says, piping up at last.

The words are directed at Fury. The Russian agent has been silent since they'd arrived, whether from a general reluctance to do more than crack a smile in front of them or due in part to the fact that she hasn't ceased glaring daggers at Fury since they left the Helicarrier, he's not sure. In any case, the Director takes that as his cue, stepping forward.

"Boss?" Phil murmurs questioningly.

"They've got a right to know, Phil. The whole truth of it. If this team is going to continue to work, they need to know these kinds of things. You said so yourself not so long ago," Fury says. "So I'm giving you a choice here. It's your story, and if you'd like to tell it, keep the things that are irrelevant to the big picture to yourself, then that's fine. Otherwise, I'll be telling them. One way or another, it's coming out."

"Director," Jasper says, now also stepping forward. "With all due respect, is this really the best time?"

"Sitwell. It's all right," Phil says.

Jasper stands down, but doesn't look at all happy about it. It isn't hard to see why. Even a few minutes of conversation seems to have fatigued the injured man terribly. Steve wonders if he has enough strength to explain to them whatever it is Fury's asking of him.

"I would prefer to tell it myself," Phil says at length. "I'm not sure you would do so with the same degree of discretion. Sir."

"All right then. Think you can stay awake long enough to tell the kids a bedtime story?" Fury asks.

"Some of it, anyway," Phil answers.

Fury looks at them. "Well, you'd better sit your asses down. It's a long one."

"From the top, boss?" Phil asks. His eyes are closed.

"From the top," Fury echoes.

Watching the agent take a deep breath, Steve can't help but wonder what they're in for.


	2. Politik

"When I was twenty-one, I graduated from—"

"Graduated at twenty-one from Boston University with a Masters in Justice Studies with a concentration in Terrorism and Homeland Security, immediately enlisted in the military, though you were rejected once before when you were eighteen," Tony butts in. "Or was that part fake, too?"

Clint sighs exaggeratedly. "He's not even ten words in. Shut up, Stark."

"No, Mr. Stark, that's factual," Phil says, opening his eyes to look to the two with some amusement.

"Okay, great, just wanted to lay the foundation. If that's okay with Agent Barton over here," Tony says. He waves a hand. "Proceed."

"You're too kind," Phil says.

"Like you expected anything else from Himself," Pepper adds.

Steve finds himself grinning at the exchange as Tony rolls his eyes. The three share an interesting dynamic that he admits he doesn't quite understand but is glad to see. The knowledge that the agent had no family to speak of had been upsetting news—Steve could relate. But at the very least, he seems to have people who care about him. He _does_ have people who care about him.

"I was chasing after my closest friend, Bill Cleary. Not the hockey player, in case you were curious. I went off to college at seventeen, paid for by scholarships, the money my parents and grandparents had left behind, and what I'd managed to tuck away myself," Phil says, his tone soft and even. "Bill couldn't afford college. But he was just the kind of man the military was looking for. After a year of study, I tried to go the same route, as it was what I'd wanted all along. But I was… well, I was no Bill Cleary. I'd always been small for my age, not a particularly impressive specimen, and it seemed somehow fitting that neither of us had gotten what we'd really wanted. So I threw myself into my studies, worked myself hard and by the time I was twenty-one, with my degree in hand, I was just acceptable enough to make the cut."

Steve watched Phil pause briefly, taking another deep breath.

"When I was twenty-three…"

* * *

_"P.J."_

_"P.J.!"_

_"Come on, P.J. don't be a sourpuss."_

_Phil looks up and offers the taller man a flat stare._

_"I've told you that if you continue to call me that, I'm not going to talk to you. Even if you're giving me an order," he says, folding his arms and sitting back in his chair. "Especially if you're giving me an order."_

_Bill rolls his eyes and sits himself on the edge of the table, right on top of the map Phil had been pouring over. Phil resists the urge to sigh; he doesn't like to have his work interrupted, much less sat upon. But Bill looks unusually excited, which is really saying something considering the man's typical enthusiasm. He watches his friend pick up the glass paperweight from the corner of the map and roll it between his hands, a look of preoccupation in his eyes._

_"Phil, do you remember how obsessed we were with Captain America as kids?" Bill asks, his coal-black eyes focused on the sphere of glass in his hands._

_Phil purses his lips and glances aside._

_"And how you still are?" Bill asks, looking to him with a broad grin._

_"Get to the point, Cleary," Phil sighs._

_"Right, well… As kids we always used to play make-believe, swore we'd join the military someday and do some good in the world, just like Cap," Bill continues. "That part's come true. Well, mostly. I'm not sure what good any of us are doing here. Somalia of all places, huh, Phil?"_

_There's something almost bitter in the other man's words, but Phil knows better than to point it out. Instead, he waits patiently for the other man to continue._

_"Anyway, I'm not supposed to be telling you this, but I just got word this morning and I had to be the one to tell you," Bill says. "They're resuming the super soldier project."_

_"What?" Phil says dumbly. "Since when? All prior attempts have been grossly unsuccessful and funding from the government came to a halt in the early 1980s. The project's been scrapped for nearly a decade."_

_"It was," Bill says. He shrugs. "Mostly. I mean, there are certain people within the military who apparently haven't wanted to give up the ghost. And I hear that, this time, they think they've really got it. Enough to convince the government to fund it."_

_"Lots of people thought they really had it this time," Phil says._

_"Yeah, but I've got a buddy, Hank Pym, he's been one of the leading biochemists on the team and he's sure of it. He's absolutely sure of it," Bill exclaims, looking excited in a way that he hasn't since he first enlisted. "If he's this sure of it, then I know they've got it."_

_"You're that sure of this guy?"_

_"And then some."_

_Phil shakes his head. The idea that the project had been resumed at all was unreal. The fact that they'd apparently progressed to the point that they were certain they had the serum that turned Steve Rogers into Captain America was even more so. He shakes his head again, not quite sure how to process what he's hearing._

_"It gets better," Bill assures him._

_Phil arches a suspicious eyebrow._

_"They've selected twenty-one soldiers that they'd like to volunteer for the project," Bill tells him. "On a strictly volunteer basis, of course. They're not going to be forcing anyone."_

_"They're that far along?" Phil asks, sounding surprised._

_"Yeah, they are. First round of testing starts in two weeks," Bill tells him. He pauses, letting the silence fill the air. "We're on the list."_

_The pen falls from Phil's hand with a clatter._

_"What?"_

_"The list. We're on it, Phil," Bill says, beaming._

_Phil's sure he's being pranked, that this is all part of some elaborate joke at his expense. But Bill sits there, grinning like a loon and he knows he's being told the truth. Bill has been his best friend for as long as he can remember. They know nearly everything about one another. But he has to wonder if Bill knows just how much he's wanted this ever since he was a child. He wonders if Bill will ever know how desperately he wants to do something worthwhile with his life, to do what he can to stand up to the 'bullies' of the world._

_But he's just Phil Coulson. As he is, he's not exactly a force to be reckoned with. He has talent and determination, but so do many others._

_"How?" he asks, feeling almost numb at the news._

_"I dunno, man. Something about our files must have piqued their interest," Billy says. His grin turns wicked. "Maybe it's your boner for ol' Cap."_

_"Do know how long it would take a man to bleed out after having a pen stabbed in his jugular?" Phil responds evenly._

_"You're a scary man, P.J."_

_"You're getting closer to finding out the answer to my question, Sergeant Cleary."_

_"Touchy, touchy," Billy says with a cluck of his tongue. He looks over his shoulder, studying the work Phil's done on the map. He doesn't look up when he speaks. "Are you gonna do it?"_

_"Am I going to volunteer?" Phil returns._

_"Yeah. When they come to ask you, are you gonna go do it?"_

_"I think we both know the answer to that, Bill," Phil says, his tone quiet and even. It still sounds loud in the silence of the room._

_"Yeah, I guess so. Had to ask anyway," Bill says with a nod. "Is it right, though? I think that's what I want to know."_

_"For us to go?"_

_"For us to do this. To change ourselves."_

_Phil folds his hands on the table. "I think it's right for us to want to do something good in the world, by whatever means we can."_

_Bill doesn't seem to have an answer for that. They sit in a companionable silence and Phil picks up his pen, resuming his work on the map as Bill continues to turn the glass paperweight over in his hands. Whatever Bill's thinking, he doesn't share it with Phil before he leaves._

* * *

Steve watches closely as Phil's eyes gain a distant look when his sentence dwindles off. Either he's in the midst of a memory or the drugs are really that powerful.

"When I was twenty-three, Bill came to me while I was working and told me that they'd resumed the super soldier project. To my knowledge, the government had refused to continue funding research in this area in the early 1980s. Too many disappointing failures, too much money lost in pursuit of something that by that point seemed unachievable," Phil explains.

Briefly, Steve sees the agent's eyes close before he opens them, blinking rapidly. It's plain to see he isn't going to last very long now.

"There was a talented biochemist… his name was Hank. Very talented. Whatever he'd done to impress them, I'll never know, but whatever it was had to have been stunning enough to resume funding the project," Phil says. His voice is getting softer. "A year-long screening resulted in a selection of seventeen enlisted men and four enlisted women as… potential candidates for the project. It was on a volunteer basis… any one of those twenty-one people had the right to decline."

"And you were one of those seventeen men," Bruce deduces easily.

"Yes," Phil murmurs. "Bill was another."

"And did you volunteer?" Steve asks.

He knows the answer, of course. They all do. But something prompts him to ask regardless.

"…yes," Phil mumbles. His eyes are closed now. He doesn't open them again.

"I think that's enough for now," Jasper injects. "We can continue this later."

"…can stay awake," Phil mumbles, even as Steve can see the deep, even breaths he takes.

"Sure you can," Jasper says indulgently.

Phil's fallen asleep before the man even gets the words out. The group sits in silence for a moment, contemplating the short conversation. It had raised more questions that it had answered, certainly. Steve wonders what this has to do with Fury lying to them about the agent's death. Given that Phil doesn't seem to have been altered by the super soldier project in anyway—at least, not in the ways that he was— he's almost certain he isn't going to like the answer.

"We can resume this tomorrow," Fury says.

"Tomorrow?" Clint echoes.

"Well he sure as fuck isn't waking up before then," Fury points out.

Looking at the man lying in the bed, Steve can't help but agree.

"If waiting around that long isn't in your agenda, go home and someone else will fill you in later," Fury says. "For those of you who plan on staying, we have several rooms set aside for you to stay in for the duration."

"We're staying," Natasha declares.

No one says anything to the contrary. At this point, Steve's half-certain you'd have to physically drag them away.

"Then I'll have Agents Cale and Garrett show you around the place," Fury says. "Follow me."

"Actually," Steve says, remaining rooted to the spot, "I think I'd like to stay here. Just a bit longer."

"Gonna watch him while he sleeps, Spangles?" Tony asks with a sly grin.

"Stark, shut the fuck up," Clint says, punching the billionaire in the shoulder and saving Steve from the bitter retort he had prepared.

"It was a _joke_," Tony huffs.

Steve stands still, watching as Pepper and Fury lead the group out of the room. He's fairly certain he hears someone mention attempting to get in contact with Thor, but he's not certain how likely a possibility that is. In a moment's time, the room is empty and the sound of their voices and footsteps fades down the hall. Only Jasper remains.

"Pull up a seat, Cap," the agent says, gesturing to the second chair in the corner.

"Thanks," Steve answers.

He drags the chair over to the side of the bed and settles into it. Across the bed, Jasper sits in the chair on the other side.

"You've been watching him?" Steve asks.

"Since the Director let me in on the fact that he wasn't dead," Jasper responds.

Steve just nods. "Good."

He stuffs his hands in his jacket pockets, feeling the edges of the stack of cards in his left. The blood has long since dried, making the cardboard rough and stiff; he doesn't know how many times he's done this. But this time is different. Rubbing his thumb along the edges of the cards, he settles in for what he's sure will be a long wait, but one he's glad to sit through.


	3. Don't Let It Break Your Heart

"Tony, will you give up and come to bed, please?"

Pepper sighs as she watches Tony continue to pace with his StarkPad, muttering and shaking his head as he does so. He hasn't stopped in hours and she considers getting him to at least stay in their assigned quarters a small victory.

"They haven't designed the security system that I can't crack, Pep," Tony assures her.

"What is finding Phil's file going to accomplish here?" she asks.

"I want to know why it has to be such a big secret."

"You're going to find out."

"Yeah, but I wanna know _now_."

"Just have some patience and you'll find out. Don't you think it would be better to let Phil tell us at his own pace than to hack into his file? What if there are things there he doesn't want you to see?"

She can see Tony biting the inside of his cheek as he stops where he stands. He's still staring at the StarkPad, but his fingers are motionless and his eyes remain fixed on the center of the screen.

"If we paid more attention the first time—"

"You know I didn't really mean that," Pepper says quickly, rising from where she'd been sitting on the bed.

"But you did," Tony corrects her.

"I was upset. Sometimes we say things we shouldn't when we're upset," she says, sliding the StarkPad out of his hands. He offers no resistance, watching her carefully as she powers it down and places it aside, only to turn back to him and take his hands in hers. He lets her. "If you're that concerned with doing things right this time, then leave the file alone."

"But if he doesn't tell us everything we need to know—"

"Then ask him. If he hasn't told you everything you think you need to know by the time he's done with whatever he needs to tell us, then just ask him," Pepper says, guiding him to the bed.

"And if he won't answer?"

"Then leave him be."

Tony sits at the edge and lets Pepper push him back onto the pillows. He reaches up, running his hands across her back as she leans over him. He wants nothing more than to hack into Phil's file, but on a deeper level, he knows Pepper's right. It doesn't stop him from wanting to do it, though. But then she's unbuttoning his shirt and kissing his neck and for the time being, his thoughts are away from Phil.

* * *

It's past midnight when Steve catches the first warning signs of Jasper beginning to nod off. The bespectacled agent's head nods forward slowly until his chin touches his chest before he jerks awake again. The process is repeated several times over before Steve takes pity and says something.

"Agent Sitwell?"

Jasper stiffens in his seat, turning his gaze to Steve. "What can I do for you, Captain?"

"When was the last time you slept, agent?" Steve asks, not unkindly.

"I don't need to sleep," Jasper replies.

"I think that you do."

"I've been assigned to watch over Agent Coulson."

"And you're not going to be doing a very good job of it if you can barely keep your eyes open," Steve points out. "I can take over for a little while. Get some shut-eye."

Jasper stubbornly stands his ground. "Director Fury posted me here for a reason."

"And I know you're not staying here just because he told you to," Steve deduces. "You can trust me with him."

That's apparently the wrong thing to say because the agent looks away from him, back to the man slowly recovering in the bed between them. Steve folds his hands in his lap and nods. The words that neither of them need to say hang in the air: If that were true, would he be here in the first place? He understands. Jasper sighs.

"There's a folding cot at the other end of the room. If he wakes up or anything seems out of the ordinary, wake me," Jasper instructs, rising stiffly from his seat.

"I will," Steve replies simply.

Jasper casts his gaze once more over the bed before looking to Steve.

"For the record, Captain, I'm glad you're here," he says.

"Nowhere else I'd rather be," Steve replies honestly.

That seems to be enough for the agent, who wanders to the other side of the room, pulling the folding cot from the closet. It's hardly a minute after his head touches the pillow that Steve hears light snoring. Glad for the moment that Jasper does indeed appear to be asleep, Steve settles into his seat with the sketchpad a nurse had been kind enough to bring him for however long he intends to wait. And he intends to wait however long it takes.

* * *

It's three in the morning when Steve sets the sketchpad aside. His thoughts have caught up with him after all this time spent watching Phil. He leans forward in his seat. The agent's sleep seems undisturbed, peaceful, deep. Although he's not one to make physical contact without someone's permission, he finds himself reaching for the agent's hand none-the-less. He slides his hand beneath Phil's, just as Pepper had, and isn't quite sure how to name the feeling he gets when the man's fingers curl reflexively around his. The agent's skin is cool to the touch and ghostly pale, but his pulse is steady and strong and Steve supposes that's what matters most.

He knows next to nothing about this man. He's heard stories from the others, of course, but how far does information like that really go? He knows about the things the agent's done, has heard stories and seen footage that left him impressed and even admiring the man, but what about Phil as a person? He'd thought he'd never get a chance to find out, and now…

He jerks at the sound of a gun being cocked. Looking quickly to the side, he's met by the sight of a bleary-eyed Jasper pointing a gun at Clint. The archer stands with his back pressed to the closed door, his hands upraised defensively.

"Easy, Sitwell," Clint says, staying where he is.

Jasper lowers the weapon with a sigh, dropping back down onto the cot. "Make a little more noise next time, Barton."

"I'm an assassin. If I made noise, I wouldn't be doing my job very well, would I?" Clint points out.

"Can't do your job very well as swiss cheese either," Jasper mumbles, already nodding off again.

Steve quickly extracts his hand from Phil's as Clint walks up behind him. It's not as though he has anything to be embarrassed about, but all the same, he doesn't feel like explaining why he felt the need to hold the unconscious man's hand. Clint stands silently behind his chair for a long while and Steve wonders if the archer has forgotten that he's even there. He turns in his seat, looking up at the other man. He looks restless, his expression pressed into a frown as he focuses his attentive eyes on Phil.

"He won't blame you," Steve says.

"Yeah? How would you know, Cap?" Clint asks, not looking at him.

Steve resists the urge to sigh at yet another reminder that, no, he doesn't really know Phil.

"I know that a man who's willing to lay down his life for others doesn't blame the ones he laid it down for," Steve says firmly. "Regardless of how much they blame themselves."

"Awful pretty words coming from a guy sitting here out of guilt."

"It's not guilt," Steve says, his tone a little more defensive than he'd intended.

Clint's look says he clearly doesn't believe that.

"Okay, part of it's guilt," Steve admits. "But is it really that hard for everyone to believe that maybe I'm just happy to see someone come back?"

Steve doesn't assume that he's the only person who's lost something. They've all lost something or someone. But he'd lost everything. As a soldier he'd watched good men die, again and again. He watched his best friend die. He took a seventy-year nap while the world went on without him and woke up with nothing. They were all gone and he'd been too focused on the things he'd lost to see what he stood to gain—and then he'd lost that, too. Efficient and unassuming Agent Coulson had been overlooked; the one person who had seemed to understand, who had been sympathetic and more sure in him than Steve felt he'd deserved, was dead and gone before Steve had fully grasped the man's worth. But Phil is different from the rest. Phil's come back.

Clint isn't looking at him.

"Don't fuck this up," Clint says, almost too quiet for him to hear.

"I won't," Steve sighs.

"Don't fuck this up," Clint repeats.

Most of the annoyance drains out of him when Steve looks to the archer and realizes the man isn't talking to him. He's focused solely on Phil again, his fists clenching and unclenching at his sides. Steve rises slowly from his seat, reaching out to lay a hand hesitantly on the shorter man's shoulder.

"It wasn't your fault," Steve reminds him.

"I got him killed," Clint argues, shrugging Steve's hand off.

"That wasn't you. That was Loki and the Tesseract," Steve says. "And the last time I checked, you weren't the one holding that spear."

"I gave him the in," Clint responds fiercely. "If I'd fought him off, then maybe Coulson wouldn't—"

"Enough," Steve says, his tone making it clear that they weren't going to be arguing about this any further. "Now come here."

He's surprised when Clint actually obeys and steps marginally closer. He herds Clint towards the head of the bed and stands just behind him, observing quietly. There's a painful tightness in his chest as he watches the archer make an aborted attempt to reach out and grasp the sleeping man's hand; he pauses with his fingers mere inches away from his handler's and flinches as though burned, drawing his hand back quickly and balling it into a fist at his side. The soldier can see that healing will not come easily to Clint. After all, it hasn't thus far.

"You can see for yourself that he's alive," Steve says, his voice dropping in volume once more as he notices the agent twitch in his sleep. "Believe me, I understand the guilt. I know that it's not just going to disappear because he's back and I know it's going to take time for you to come to terms with what happened. But for now, I think we're capable of focusing on keeping him safe and making sure he recovers rather than our own guilt in the matter."

Clint nods, but doesn't say anything. He stands there for several more minutes before wordlessly walking across the room and crouching beside Jasper's cot. Steve recalls the archer claiming he sees better from a distance, so he doesn't say anything when Clint settles there to watch over his handler, the reflection from the lamp making his eyes two somber spots of light in the dimly lit room.

* * *

It's half-past four when Steve gets another visitor. The door to the room is gently eased open just wide enough so that Pepper can slip in. He casts a smile over his shoulder as she closes the door behind her, coming to stand by his seat. Jasper had woken, but finding no threat, had immediately drooped back into slumber once again.

"Tony's sleeping, so I thought I'd come check in," Pepper says in a whisper.

"You actually got him to sleep?" Steve answers in an incredulous whisper of his own. "How?"

Pepper purses her lips and looks to the ceiling and Steve can't very well help it if his cheeks flush and the tips of his ears go pink. He clears his throat quietly.

"How is he?" Pepper asks.

"Fine, from what I can tell," Steve says. "Sleeping soundly."

Pepper nods before sitting at the side of the bed and tucking her legs elegantly beneath her. It's not difficult to pick up on the number of emotions making their way across her features, but it is difficult to pinpoint what she's thinking.

"As soon as he's well enough to be moved," Pepper says quietly, "I want to take him back to the Tower with us. I don't know what Nick feels threatened his safety to this degree, but for him to hide Phil away like this… it has to have been something big. Maybe we won't get the whole story—Phil's never been one to talk much about himself, for as long as I've known him—but for now I think that would be all right."

Steve just nods in agreement.

"Is it possible the Tower's not secure enough, even with all of you in it?" Pepper wonders aloud.

"I don't know. It's possible that's what Fury thought," Steve answers. "But whatever it is, no one's getting to him. Not without a fight."

He takes a moment to look at Jasper passed out on the cot and Clint crouching beside it.

"He's got a lot of people who care about him," Steve says after a moment.

He's a little worried when Pepper doesn't acknowledge his statement. She seems lost in thought, her eyes moving from Phil to the array of medical equipment arranged tidily around the hospital bed.

"Steve," she says, after some time has passed, "I want you to know that I'm sorry."

Steve frowns and opens his mouth to respond, but closes it quickly when she holds up a finger to silence him.

"When I spoke with Tony earlier, I realized I never really apologized to you for some of the things I said when you first came to the Tower," Pepper explains. "I was upset and I said certain things I shouldn't have because of it. I never blamed you or Tony… or you, Clint."

Steve sees the archer shift marginally out of the corner of his eye.

"Phil has been a good friend to me," Pepper continues. "And I like to think I've been a good friend to him. I think we're at that stage in our lives where it's a bit silly to say someone is your best friend, but he's the closest approximation I can come up with. So when Tony explained what had happened, it was… It hurt. A lot. It hurt like it did when I'd thought I'd lost Tony in Afghanistan. I took a lot of that out on you, unfairly. He just admired you so much and that made it so easy to blame you, especially when you already blamed yourself. I took advantage of your guilt when it wasn't your fault and deep down I knew that, but it was easier to be angry than to be sad. I think that you, of everyone, understand that."

Steve doesn't look away, doesn't say anything, just meets her gaze and clenches his jaw. It _is_ easier to be angry in the face of loss. At first it seems to make you feel better, to have anger to cling to, to have someone to blame. But it doesn't do anything for you in the end and that anger only serves to hurt others. Knowing that doesn't make letting go of it any easier, though.

"And before you say it," Pepper says, stopping him from speaking once again, "no, it wasn't your fault. And if you go on thinking that it was, he's going to be upset with you. I can tell you he's going to be upset with _all_ of us for moping as long as we have."

"Thank you, really, for everything you just said," Steve says at last. "I don't think that those of us who feel we had a hand in his… had a hand in putting him in this situation will be able to let go of that feeling very easily, but at the very least, I think we can all recognize the need to put it aside for now."

"He'll know. But for now, I think that's okay," Pepper replies.

Their quiet conversation continues until it becomes apparent that the CEO needs to spend some time getting acquainted with her pillow. Leaving Phil under Clint's watchful gaze, Steve escorts her back to her room before returning to the room to resume his vigil.

* * *

"Just as a warning, if you fall asleep again before finishing this story, I'm painting your floor pink," Tony says as they all sit gathered around the hospital room once again.

"You say that like you think I'll have a problem with it," Phil answers.

"You think I won't do it?" Tony challenges.

"You won't unless you're sure it will bother me," Phil retorts.

"Can you maybe save the flirting for some other time? Or never again?" Jasper asks.

"In case you were wondering, Phil, in your absence Agent Sitwell here has been just as much a thorn in my side as you," Tony says. "You trained him well."

"I always knew you would come through for me, Sitwell," Phil says.

Steve has to wonder how glad Jasper will be to pawn them off on Phil once the man is better. He notes with some satisfaction that the injured agent seems a bit livelier today. He only hopes it will last. Fury clears his throat loudly from the back of the group.

"Not that this touchy-feely shit doesn't warm the cockles of my shriveled heart, but I think the sooner we get this over with, the better," he says.

"And the sooner you do that, the sooner we bust you out of here," Clint intones.

"Try it and I'll have you placed in detention for a week," Fury says, looking none-too-pleased by the remark.

"What Clint meant to say is that we'll gently remove you from the premises as soon as you've been cleared by a physician," Bruce says with a little more tact.

Fury grunts. But he doesn't disagree.

"I suppose that's more than enough incentive to get this over with then," Phil says, folding his hands in his lap. He takes a moment to collect his thoughts before speaking again. "A few weeks after Bill told me about the project, we were all taken to a secure location here in the United States. That's when the testing began…"


	4. Death And All His Friends

_Phil flexes his hand as the tourniquet is removed and the site of the injection is cleaned down with an alcohol swab and bandaged._

_"This is very different from the original method," he can't help but say._

_Hank Pym grins a bit, pulling off his latex gloves and scrubbing his hands down in the nearby sink. Phil is his last test subject for the day._

_"It's one of the important differences, in my opinion," Pym says as Phil hops off the examination table. "Bill told me you're, ah… a bit of Captain America fan, so we don't need to bore each other with those details—"_

_Phil can't very well help it if he blushes faintly. He's going to kill Bill for opening his big, fat Bostonian mouth._

_"—but we both know that the serum was administered all at once and immediately compounded with radiation," Pym continues, apparently unaware of Phil's reaction. "My method, my serum, uses gradual exposure and allows the body to adjust to the changes in increments. You see, I think that might be the key. Everyone until this point has been trying to exactly replicate Erskine's original formula and with good reason; Steve Rogers was the gold standard, after all. But no one's been able to do that. So instead, I've learned what I could from Erskine, with what was available, and extrapolated. Made a new serum. Yes, the method is different, but does it matter so much if the end result is the same?"_

_Phil rolls down the sleeve of his shirt, digesting that bit of information._

_"And you're sure the end result will be the same?" he asks dubiously. He's never been shy about questioning authority when the situation warrants it and the situation most certainly warrants it._

_"Positive," Pym says. "You've got nothing to worry about."_

* * *

_Phil is engaging Bill in a chess match when another participant in the program, Glenn Banks, walks up to their table, his eyes darting to and fro shiftily._

_"Hey, did you guys hear?" he asks in an undertone._

_"Hear what, Glenn?" Bill asks, frowning at the pieces in front of him._

_"Linda's dead," Glenn says._

_That catches their attention. The chess match is forgotten as they focus their complete attention on the other man._

_"Dead?" Phil echoes disbelievingly. "Are you sure?"_

_"Positive. June's inconsolable from what I hear," Glenn says with a sigh. "I know we signed off on this shit, we knew it might happen, but… I mean, fuck."_

_"Yeah," Bill murmurs, his gaze distant._

_"Do they know what happened?" Phil questions further._

_Glenn shrugs. "You know how she was having seizures? Well, apparently this was the big one. Eva says they woke up to find her with her eyes rolled back in her head and covered in her own vomit."_

_"Christ," Bill mutters, scrubbing a hand over his face. "She seemed fine yesterday at dinner."_

_"There's more," Glenn says. He glances around again, shoving his hands deeper into his pockets before he continues. "We might not be as free to go as we were lead to believe."_

_"And just what's what supposed to mean?" Bill asks, frowning heavily._

_"After they found Linda, Christine said she wanted out. Didn't want that happening to her," Glenn says quietly, still checking to make sure no one's around to hear them. "She's gone."_

_"Glenn, they probably just sent her home," Phil points out reasonably. "Don't you think you're being a little paranoid?"_

_"If they sent her home, they why did Felipe see them dumping her stuff down the trash disposal chute on the basement level?" Glenn questioned._

_"Why was Felipe on the basement level in the first place?"_

_"Fuck if I know, Phil, you know how Felipe is. He'd probably be up in the ventilator shafts if they were any looser with their security," Glenn snorts._

_"Well, all the same, let's not jump to any conclusions here," Phil says. "It's only been three months—"_

_"And do you feel any different?" Bill interrupts._

_Phil looks across the table at his best friend. His dark eyes are troubled, his equally dark brows creased in a frown. There's an intensity to his gaze that reminds Phil of the night Bill had first told them they'd been chosen for the project. Even then, Bill had seemed… unsure. _

_"Come on, P.J., you can't tell me you haven't noticed something seems off," Bill says evenly._

_Phil doesn't answer. Bill looks to Glenn imploringly and the other man seems to take the hint because Phil watches him suddenly walk away from their table. The two friends sit in silence for a time, watching each other carefully._

_"I know you haven't been eating," Bill says gently._

_"Billy," Phil sighs, resorting to the nickname he hasn't used since high school as he presses his hands to his face._

_"You haven't been eating as much as you should, anyway. You don't sleep through the night," Bill says further. "Mostly because you're up sick, I think."_

_Phil's lips twist in a slight grin which perhaps looks more like a grimace. "And do you suppose I haven't noticed you? You may eat, but don't think I don't know that you vomit most of it back up right after. You're hardly sleeping the night yourself. I can hear you breathing, you know."_

_Bill shakes his head. "I thought it would be better not to bring it up. I knew that you knew. You knew that I knew. But I thought… I mean, Hank said there might be some negative side effects. I guess I've just been hoping that's all this was."_

_"It's very likely it still could be," Phil points out._

_"I'm not losing you for love of country," Bill says fiercely._

_Phil's not sure what to say to that. His expression softens and he runs a hand over his eyes tiredly. This isn't the way he'd imagined this going. The thought that they might die as lab rats in a failed experiment hadn't really sunk in until now. Pym had been so confident and Bill had been so confident in Pym that Phil had mostly put it out of his mind. It's side effects, that's all. But if it's not?_

_"We'll keep a closer eye on how things are run here. Alert one or two of the others, Glenn and Sam, I think. Felipe's in on this already, but we keep it between the five of us. There's no need to spread panic over something we're not sure of yet ourselves," Phil says, observing the pieces on the chess board carefully. "We can't shoot from the hip here, Bill. We need to keep a level head, keep an eye out. You're close to Pym, see if you can get anything from him but be subtle about it. All right? We'll coordinate between the five of us and see if there's anything to suggest that something's gone wrong here."_

_"And if there is?" Bill prompts._

_Phil flicks a finger, knocking over his own king. "Then we'll plan accordingly."_

_Bill shakes his head with a lopsided grin. "You know you've got quite the knack for people wrangling, P.J."_

_"Don't call me that," Phil says, leveling him with a half-hearted glare._

_"Aw, Philly, come on now, don't be a spoilsport," Bill says, rising from his seat._

_"The nicknames. Always the nicknames with you," Phil says with a groan, also rising._

_It's a little too quick, apparently, because there are spots in his vision. He tries to play it off, to not let Bill see him stagger, but the taller man is by his side in an instant, one hand gripping his forearm, the other curling around his waist supportively. His forehead is pressed to Bill's shoulder as the stars slowly leave his eyes._

_"Hey, hey, none of that," Bill murmurs._

_"It's fine," Phil says dismissively, annoyed by his moment of weakness._

_"Better?" Bill prods._

_"Yeah. I'm good," Phil answers._

_His friend makes no move to pull away. The grip on his arm loosens into something gentler, before leaving all together and relocating to his hair. Bill's always been the kind of guy to put an arm around your shoulder or trap you in a bear hug, but even from him this gesture is surprisingly… intimate._

_"I meant what I said earlier. I don't want to lose you," Bill says quietly. "I don't care how important this is to you, if I think I might… then I'm getting you out. Understand?"_

_Phil nods against his shoulder, unsure of what to say._

_"You're all I've got left," Bill adds._

_The words hand in the air, too big, too deep, too much for him to handle._

_"I know," Phil says. "I know. And we'll do this right. I promise."_

_That seems to be enough to placate Bill who releases him. He steps back, looking to Phil once before his eyes slide away, just as his hand moves from Phil's head to squeeze his shoulder briefly._

_"Dunno about you, but I'm in the mood for a nap," Bill exclaims, stifling an exaggerated yawn._

_"Lazy ox," Phil murmurs, moving to walk beside him._

_"Like you're not ready to nosedive into bed, too," Bill says, jabbing him with an elbow._

_Phil snorts but doesn't disagree. He has a lot to think about; he'll need quiet to do it._

* * *

"Pym had opted for a different method. One of gradual exposure," Phil says. "The process you were subjected to, Captain—"

"Steve," Steve says insistently.

Phil pauses, glancing upward at the ceiling as though he has to correct an entry in a database.

"Steve," Phil echoes. He clears his throat, glancing down again at his hands in his lap. "The process you were subjected to was instantaneous. Under Pym's new method, we were to be gradually injected with his version of the serum and exposed to radiation at fixed intervals. The process was supposed to last six months. But around the three month mark, we began to run into problems."

He pauses and as Steve watches, it seems he's trying to pick out which pieces he's willing to part with. Steve understands that Phil is a private individual, but he can't help but wonder about whatever it is that the agent is unwilling to tell them.

"We started getting sick. Little things at first; loss of appetite, nausea, vomiting, dizziness, insomnia. I told myself it was simply the side effects we'd been warned about. But then one of us died suddenly, in the middle of the night," Phil tells them, frowning. "Another one of our number wanted to leave after that. She didn't want the same thing happening to her. It seemed as though they'd let her go, but… Five of us formed a small investigative party. And the closer we looked, the more we came to realize that we weren't as free to leave as we'd imagined."

"What happened to her?" Pepper asks. "The one who wanted to leave?"

Phil's lips press into a thin line and she sees his hands briefly clench around the bed sheets over his legs.

"She was disposed of," he says simply. Pepper doesn't press any further; she's heard more than enough. "We found that the military was going to produce a super soldier regardless of how many of us died in the process. I thought that this had to be wrong, that it was incredibly unlikely that the government would sink money into such a costly project. And I was right. Around the four month mark, half of us were dead and the government had dropped funding because of this. The military was receiving funding from an outside source, but it wasn't until a few years ago that I discovered just who that source was."

"And who was it?" Bruce asks, looking more uncomfortable with the conversation as time goes on.

Phil's gaze lands on Bruce, But Steve doesn't miss the way the agent's eyes briefly focus on Tony before the man shakes his head and looks away.

"It's better if I don't say," Phil replies.

Something's wrong there and Steve knows it. Phil had looked to Tony for a reason. But certainly it wasn't meant to imply…?

"At five months, Bill and I were the only ones left."

* * *

_Phil's gaze slowly slid into focus. Is he freezing or burning up? It's hard to tell these days. He feels sick but knows there's nothing left for him to throw up. His conscious mind is so steeped in pain and delirium that he can't tell where the pain is focused. Or if it's simply the fact that he feels pain in every inch of his body. He struggles weakly against his restraints, unwilling to go quietly, but it's not much more than a simple tug on the cuffs around his wrists and feet and a push against the bands over his chest, waist and legs. Ineffectual as usual._

_He turns his head to the side and watches Bill. His friend's sleep is feverish and fitful. They seem to be in the same boat as far as that's concerned. But it's been… well, he can't say how long exactly it's been since he's seen Bill's eyes open, but he thinks it's been a very long time. He's lost track of how long it's been since they were subdued, strapped to these cots against their will and force fed drugs and the serum and God only knows what else. He should have acted sooner. If he'd only acted sooner, then maybe…_

_He drifts off again._

_He comes to an indeterminable amount of time later. The pain has intensified and he spends his first few minutes of consciousness dry heaving. As soon as the unhelpful retching has concluded and he lies gasping for air, he turns his head to the side once again._

_Blank, sightless black eyes stare back at him from an ashen face framed by dark hair. He waits for a response, waits for movement. He fights and fights and manages to choke out his friend's name in a broken whisper. The eyes continue to stare at him. His breath hitches, catches in a sob._

_For the first time in over a decade, Phil cries._

* * *

"Some time after that, Bill died in the bed beside mine. I was the only one left," Phil informs them. "I'm not sure how much time had passed. It was hard to tell by that point."

He stops, his eyes looking distant and Steve wonders if he's wearing down again or if he's thinking of his lost friend. It's a similarity that he doesn't feel like looking into too closely, painful images of Bucky resurfacing from the mere topic of conversation.

"Somehow I survived the experiment, but during my recovery I was kept heavily sedated," Phil recounts. "I can't personally say how long it was, but Director Fury has told me it was approximately three months' time, during which it was discovered that the experiment had been a complete failure. All it had done was kill twenty people and prove to be a massive waste of resources."

"I'm guessing the didn't just up and let you go, though," Clint ventures.

"No. I was useless to them, but if a foreign power were to discover that I'd been a part of the project and got their hands on me, it could still prove dangerous to the military, the government and the country itself," Phil explains. "Just because our military couldn't do it doesn't mean that someone else's couldn't pick up where they'd left off and bring the project to completion. No, I was to be disposed of. And that's when S.H.I.E.L.D. intervened."

"We got the drop on what was going on and after careful research and planning, we raided the base and took him with us," Fury says from where he stands at the foot of the bed. "Truth be told, I'd had my eye on Coulson before the whole project had begun. I tried to get him to work for S.H.I.E.L.D. several times and he declined each time. Then he suddenly went off the grid and we knew something wasn't right."

"Director Fury was assigned babysitting duty," Phil said with a slight grin.

"They called it 'suicide watch' but it was babysitting duty if I ever saw it," Fury snorts. "Coulson wasn't the type to 'opt out' so to speak. Still, we weren't taking any chances."

"So… let me get this straight. You kidnapped him from the military and then locked him up in S.H.I.E.L.D.," Tony says, his eyes narrowing. "Exactly how are those two things different?"

"Well, we didn't have him strapped to a fucking bed, drugged and tortured for one thing," Fury grunts.

"I was also free to leave at any time," Phil says. "And I did."

"But?" Steve prompts.

Phil sighs. "I was still being monitored."

"And it's a damn good thing, too," Fury notes.

"A month after I'd left S.H.I.E.L.D. premises, there was… a bit of an incident," Phil explains. He frowns again and only now does Steve see him begin to look uncomfortable. "The project wasn't as big a failure as everyone had thought."


	5. A Rush of Blood To The Head

_Phil watches the coffee brew as he stands barefoot in his kitchen. Well, not his kitchen, precisely. The old cabin was his grandfather's. He has less-than-fond memories of the place—and of the man who it had belonged to—but it's not as though he has anywhere else to go. His apartment is gone, sold as soon as he joined the military, and he has no living relatives. He's at a bit of a stand-still; the military had been the only thing he'd really planned for besides a back-up career in law enforcement or teaching, but he couldn't exactly do any of those things now. _

_It's been nearly a month since he was extracted from that base or wherever it was they'd been experimented on. As it turns out, the military as a whole was not backing this project. Pym had left halfway through the project. 'Forced out' was a better term for it, really. The biochemist was just as much a victim as anyone else, bullied and blackmailed into silence by the people who had employed him. Yes, it was just a rogue group within the military, impossible to judge in size for its secrecy. When the government funding had stopped they continued to receive funding from an outside source. Who that outside source is remains a mystery, but the Strategic Homeland Intervention, Enforcement and Logistics Division—and boy if that isn't a mouthful—are continuing their investigation._

_Which is the reason for his 'guest.'_

_All in all, he doesn't especially mind Nick Fury. He might even like the man. His persistence is admirable, at the very least. Apparently several rounds of 'no' wouldn't deter him from bringing Phil into his ranks. Why he remains interested in damaged goods is beyond Phil's guess._

_He rubs his temples, feeling the beginnings of what he's sure will be a spectacular migraine and swallows thickly. Part of him wants to mention the secret he's been holding to his breast all this while, but another part of him wonders if he'll be better off keeping it to himself. But it's getting worse. The headaches are getting progressively worse, swinging into full-blown migraines and worse. And he knows the reason: he can't forget anything._

_He'd been gifted with eidetic memory all his life, part of the reason he'd always done well in school, but ever since he was rescued from the experiment, it's been different. Before he could remember certain things with a photographic memory. Now he can't seem to forget anything at all; words, sights, sounds, smells. It's all jammed in his head, unable to be removed or erased. Like he's some sort of walking database incapable of doing anything but accumulating more information. But the human brain can only know so much, can't it?_

_He does his best to ignore it—and Nick Fury, sitting silently in the corner—throughout the day. He takes aspirin that he knows will do nothing and simply waits for the inevitable, doing his best to prepare by closing blinds, shutting off lights and removing any extraneous noise sources. But it's not enough, he's still… taking things in. He can describe word for word a conversation he had a month ago, a week ago, a day ago. He remembers sights and sounds and smells and feelings in such exact, excruciating detail that if he closes his eyes, he's not quite certain if he's here or there. _

_The pain becomes excruciating. He wonders briefly if he's still strapped to that bed in the base. Can a migraine hurt all over? This kind can, apparently. But this is something wrong. Somehow it's all wrong._

_"Hey. You feelin' all right?"_

_Fury hadn't spoken especially loud, but his voice is noise enough to act as daggers behind his eyeballs. Sharp, razor spikes of pain in his head that leave him weak-kneed and trembling as he leans against the doorway with his eyes squeezed shut. He should lie down. Get away from Fury. But his head is full of so much… noise. It's like a crowd of a thousand people where everyone's speaking at once. All the accumulated memories—data?—from the past month all trying to make themselves known at once. It's too much._

* * *

_Phil comes to slowly, like resurfacing after diving into a pool of molasses. His head throbs persistently but it's not like the blinding pain from… He allows himself a moment of annoyance when he realizes he must have passed out. But he's in a bed now, isn't he? How…?_

_"Is it okay to talk?"_

_He winces as he tries to open his eyes, settling on squinting in the dim light at the man seated beside his bed. Nick Fury is watching him patiently with his one eye, apparently willing to wait as long as Phil needs._

_"Yeah," he answers, clearing his throat when it sounds too rough. _

_He moves to sit up and something falls off his head; a damp cloth. He blinks dumbly and reaches for it, realizing then that he has an IV in his hand. He frowns._

_"Fever," Fury says to explain the cloth. He nods at the IV. "You've been out for a while."_

_He hands Phil a glass of water and receives a murmured 'thanks' in return. Phil's surprised he hadn't realized how thirsty he was until the glass is drained moments later. He sighs, squeezing his eyes shut and scrubbing a hand across his face._

_"You've been out for a little over two days," Fury explains. "You passed out, took a nosedive for the floor. I moved you in here. Started the IV myself. You can thank me now for not bringing you to our medical facilities."_

_Phil huffs a small laugh. "Right. Thanks. Sorry about… this."_

_Fury shrugs. "Considering what we got you out of? I'm not surprised," he says. He leans forward. "Now, you mind telling me what that was all about?"_

_"Headache," Phil says simply._

_"That's one hell of a fucking headache, Coulson," Fury snorts._

_"You're telling me," Phil says, sagging back against the pillows. Fury is watching him carefully. He knows the agent knows there's more to say, and he supposes he owes the man. Besides, if he keeps it to himself any longer he's not sure it won't kill him. "But there's something else."_

_Fury doesn't interrupt, doesn't nod in approval, just simply stays as he is, waiting. Phil takes a deep breath._

_"I can't forget anything," he says._

_"Yeah, you've got eidetic memory," Fury answers. "I've seen your chart."_

_Phil looks him in the eye. "It's not that simple anymore."_

_Fury frowns. "Explain."_

_"As I said, I can't forget anything. Before it was… I could remember certain things, if I wanted to, with a certain degree of accuracy. I could remember written and spoken word almost completely accurately and things like scenery, shapes, colors… those to a lesser degree. But in the past month, it's gone beyond that," Phil explains, running a hand through his hair. "I remember everything, whether I want to or not. Sights, sounds, smells, feelings, everything. Completely accurate in their entirety. I could relate back to you any day in the past month from the moment I woke up to the moment I went to sleep, but it would take an unbelievable amount of time to relate all that detail back to you. It's like… It's almost as though my head's a… a hard drive. A storage unit. But I can't delete anything."_

_"Okay. So you had a… what? A meltdown?" Fury probes._

_"Something like that. It was like an overload. Too much at once," Phil relates. "I couldn't process it all."_

_"And sleep fixed that?" Fury asks._

_"It seems to," Phil says with a short nod. "That and…"_

_"And?"_

_"Really bad television."_

_Fury barks a quick laugh. "Mindless tv, huh?"_

_"You'd be surprised," Phil says. He's not willing to admit that he might actually enjoy watching some of those shows._

_"Okay, so if you've figured out some ways to prevent this, then why did it happen?" Fury wants to know. He watches Phil carefully. "You don't sleep much, I know that much. That's a natural thing for you, but it's worse since we got you out. And you won't watch tv because…"_

_Phil stares him down._

_"Are you kidding me?" Fury asks, his tone flat._

_"You've been haunting my halls for a month," Phil points out. "Everything I do has been under a microscope."_

_Fury rolls his lone eye. "I promise I won't write anything in my report about your trashy tv habits. Okay? Can we avoid another incident like this in the future?"_

_Phil frowns. "I'm assuming you have to present the topic of this discussion to your superiors."_

_Fury looks thoughtful. "I should."_

_Phil nods._

_"But I won't."_

_Phil looks up suddenly, the movement quick enough to make him wince, his head throbbing to remind him he wasn't ready for any sudden movements just yet._

_"Why?" Phil wants to know._

_"Well," Fury says, leaning back in his seat and folding his arms, "because I'm not in charge yet."_

_"'Yet'?" Phil echoes. "That's a pretty bold assumption, Agent Fury."_

_"I'm a pretty bold man, Coulson," Fury answers with a slight shrug of his shoulders. "The Strategic Homeland Intervention, Enforcement and Logistics Division is headed in the right direction. Problem is, I think we could use new management. I'm going to be that new management. Maybe it's bad business to say you don't completely trust your superiors, but I'm saying it anyway."_

_He regards Phil thoughtfully._

_"Now, I believe what you say. That your memory has been… I don't know, super enhanced or something," Fury tells him. "But I don't trust my superiors not to take advantage of that. I didn't spend months and countless hours and resources hunting you down so that you could go from being their lab rat to ours."_

_Phil dips his head in a grateful nod, staring at his hands in his lap. He doesn't know why Fury's doing this, but he's not going to look a gift horse in the mouth._

_"I think you still want to do something good. I think that, whatever's come of that experiment, you'd want to use it to do something positive," Fury continues. "There are two kinds of people who get into this business, Coulson. The ones who want to stop the bad people and the ones who want to protect the good people. Most would argue there's not much difference. Maybe there isn't. But I say there is. At their base, there's a deep chasm separating them. Most of us are out to stop the bad people."_

_Fury points at him._

_"You fall in the second category," he says. "Your priority is always going to be protecting the ones that need it. The ones that can't protect themselves. You know I've had my eye on you for years. You've turned me down every time I've asked, but it's different now. I need a man like you on my team. I want to accomplish the things my superiors couldn't even dream of. Now, I've got a group of reliable men and women that I've managed to put together, but I need you."_

_For the first time since Fury's begun asking Phil to join him, Phil is seriously considering it. Before he had options. He had a plan. He has no plan now. He could go into law enforcement, sure, or perhaps teaching, he could fall back on those plans. But how much good would he really be doing? In the end, would he be able to sit down and says he's done all he can? What Fury's offering, however, he might be able to do something with that._

_"Will you join my team?" Fury asks seriously._

_Phil hardly believes himself when he nods his head. Fury grins and holds out a hand._

_"Welcome aboard, Agent Coulson."_

_When he shakes Fury's hand, Phil can't help but wonder what he's getting himself into._

* * *

"I'd been experiencing increasingly painful headaches since my rescue," Phil tells the group. "And the reason for that is that, following the experiment, my memory had been enhanced. Prior to the experiment, I had eidetic memory—"

"What's eidetic memory?" Steve asks.

"It's like photographic memory," Bruce explains. "But it's not limited to visual information. It includes the other senses as well."

"And you have that?" Steve asks.

"Yes. Or… perhaps 'had' is a better term," Phil says, fiddling with the heart monitor on his index finger. "You know that the original serum was meant to enhance your most prominent characteristics."

"Yeah, that's what Dr. Erskine told me," Steve says. "It amplified everything inside. Good becomes great, bad becomes worse."

Phil offers a tight-lipped smile at that.

"I don't think I can speak in regards to myself on that front, but my memory was affected in that manner," Phil says. "Where before I could recall most things with an unusual level of detail, now I can recall everything I'm conscious for with an exact level of detail. I'm incapable of forgetting anything, no matter how minute the detail is."

"That's impossible," Tony says. "The human brain isn't meant to handle that much information. It can't."

"Mr. Stark, I would be the first to agree with you. And yet…" Phil splays his hands, palm up, and shrugs.

"We've done the tests to prove it," Fury comments. "In fact, if you asked him to recall the series of numbers he was asked to remember for the test twenty years ago, he'll still be able to repeat them to you."

"I've only viewed your files once, but I could repeat them word for word now, if you asked. You will never see me write a note, or keep an agenda, or write anything down other than on a report," Phil says. "And if you're not convinced, I'd be happy to submit myself to whatever test you can conjure up until you _are_ convinced. Just… not now."

Steve watches closely. The look of exhaustion is back on the man's face and he's looking paler and more worn after having told them that much. It clicks into place for him then.

"You've been telling us this story, picking out the parts that you'd like to tell us," Steve says. "But while you're doing that, you've been accessing those memories, haven't you? And that's why you're so tired after so short an amount of time?"

To his surprise he sees some color rise to the agent's cheeks at that. Is he really embarrassed?

"Yes. I've been having some difficulty maintaining control since I first came out of the coma," Phil admits. "I've taught myself ways to control it, to keep it in check, but I've been thrown off balance due to the complications following the incident with Loki."

"Christ, why didn't you say anything?" Clint blurts.

"You have a right to know the truth," Phil answers evenly. "Director Fury didn't lie to you for the simple sake of motivation and then maintain it without good reason."

"You should rest," Natasha says.

"There's not much left to tell, though," Phil counters.

"We can wait," Clint tells him.

"You don't need to wait," Phil sighs. "I'm perfectly capable of telling you the rest right now."

"No. Go to sleep," Tony says, wagging a finger at him.

Steve tries not to smile at the increasingly frustrated aura surrounding the agent. Phil sighs heavily and looks to Fury for some sort of support. Fury shrugs.

"I'm going to get lunch. And coffee," the Director announces.

"Phil," Pepper says gently, "you can take your time. Honestly. It's fine."

Phil seems to give in a little at that. "All right."

There's a cacophony not unlike an elementary school class letting out as they all make some verbal declaration of promising to return as they shuffle out the door, some of them calling back that he'd better rest (or else). Jasper makes no move to leave even as he and Steve are the only two remaining in the room.

"Sitwell, why don't you go and get some actual sleep?" Phil suggests.

"I'm fine staying here," Jasper answers. "I slept last night thanks to Captain Rogers here."

"Yes, the cot. I mean go _home_ Jasper," Phil tells the younger agent. "I'll be fine. And I'd prefer it if you were actually rested enough to complete your duties. That cot isn't going to cut it. Go home, eat, sleep, shower… get some rest."

Jasper shakes his head. "Director Fury hasn't dismissed me."

"I'm dismissing you," Phil says firmly.

Jasper makes no move to leave. Phil offers him a flat stare.

"Would you rather have him angry with you or me angry with you?" Phil asks.

Jasper contemplates that. He clears his throat, loosening his tie as he looks away. "…I suppose a few hours wouldn't hurt."

"I'll stay here and keep an eye on him for you," Steve says. He pauses and looks back to Phil. "If that's all right?"

Phil hesitates but eventually nods. Apparently knowing that Captain America will personally be handling the situation is enough to put Jasper a little more at ease. With a promise to return later in the day, he exits the room with a final request that Phil please, for the love of god, eat something and get some rest. Steve watches the agent go with a vaguely amused expression on his face.

"You two are close?" Steve asks, turning back to Phil.

"He's a good man," Phil says with a nod. "He's been on my team since he was a Junior Agent. And he has the uncanny ability to pick out the best diners regardless of whether he's been in the area before or not. So, yes, I'd say we're fairly close."

Steve grins. Then he clears his throat, ducking his head.

"I hope you didn't think I meant anything by… I mean if you'd rather be alone, I'd understand," Steve says. "I'm sorry if that was a bit presumptuous, Agent Coulson."

"Phil."

"What?"

"You asked me to call you 'Steve.' I'm asking you to call me 'Phil' in return," Phil tells him. "If… that's something you're comfortable with."

"Yeah. Sure, Phil," Steve says with a smile.

Those twin spots of color are back in the agent's cheeks and even if it's only because the man's blushing, Steve's happy to see his complexion a little less pale. He shoves his hands in his jacket pockets again as he leans back in his seat. Once again he feels the edges of the bloodstained cards against his fingers and he shifts marginally in his seat.

"If you're not too tired just now, I was actually hoping to talk to you in private for a few minutes," Steve says. "But if you need to sleep, I understand."

"No, no, I'm perfectly all right for a few minutes of conversation," Phil informs him. "This is what I was afraid of. I'm going to have a hard time convincing all of them that I'm not made of glass."

"Well, to be fair, you only woke up from a coma five days ago," Steve points out. "They're worried."

"Yes. I know. And it's not that I'm unappreciative of that, it's just…"

"A bit smothering," Steve supplies.

"Just a bit," Phil agrees.

"I understand," Steve says. He taps his index finger against the cards in his jacket, trying to choose his words carefully. "I guess everyone's feeling overprotective. Not that it could make up for what happened, but none of us ever imagined we'd get a second chance. We buried you. Placed flowers at your grave and everything. So to find out that you're alive? That you might still be in danger? It's put everyone a bit on edge."

"There aren't assassins around every corner out to get me. I hope I haven't given anyone that impression," Phil states. Steve shakes his head. "And I'm sorry. I really didn't think any of you would be inconvenienced beyond the battle. Clint and Natasha, perhaps, but I've known them longer."

"It's not an inconvenience. Your death wasn't an inconvenience, it was something we all took personally," Steve corrects him. "Why would you think that?"

"You've all lost people before," Phil points out. "I predicted that some of you might be initially upset, but would feel relieved when you won the battle."

"That's not how it worked," Steve says. "The people that were just in this room? You meant something to them. Each of them, in some way or another."

He hesitates briefly before drawing the cards out of his pocket and laying them on the bed beside Phil's hand.

"And you meant something to me, too," he adds quietly. He watches Phil's eyes widen as he picks up the stack of bloodied, but autographed, cards. "I'm sorry. I should have done that sooner. I should have done it before and then it was too late. I was going to put them at your grave, but I couldn't seem to part with them, so I'm sorry for that, too."

"I'm glad you held onto them. Thank you," Phil answers, equally as quiet. "But you didn't have to. I understand I was a bit forward—"

"No, you weren't, really," Steve interrupts him. "Don't think that. If anything, I was a bit closed off—"

"No, of course not," Phil says quickly. "It was understandable, you were having difficulty—"

"But I should have tried harder to—"

"Not at all, I was the one who—"

"I actually appreciated that, I just didn't know how—"

"Really, you don't have to make excuses for my—"

"Okay, okay," Steve says holding his hands up with a slight grin. "I can see we're not going to get anywhere with this. So do you think we can just… start over?"

"That may be the best course of action," Phil admits, offering a small smile of his own.

They're quiet for a few moments.

"But really I'm…" Steve begins before his sentence peters out. He frowns and tries to start again. "I lost everything. And that's all I'd been able to focus on. I couldn't balance a need to grieve with the needs of the people who were relying on me, who needed me to put other, important things before my grief. It all got sort of… tangled up inside. The things I lost—the _people_ I lost—aren't coming back and I've had to accept that. So the fact that we're sitting here, having this conversation…"

He has to stop there, swallowing thickly. There are a lot of things he wants to say to Phil, but for now it may be best to just keep it simple. He hardly knows where to begin sorting out his own feelings anyway. Reaching out, he takes hold of the agent's hand without stopping to consider any sort of boundaries or required permission.

"I'm glad you're alive. That you're going to be okay. That you came back," Steve tells him. He squeezes the agent's hand. "Thank you."

He feels a squeeze back and looks up to meet the man's eyes. He feels the hairs on the back of his neck stand up, surprised by the intensity of the gaze that meets his.

"I should be thanking you," Phil says. "You saved my life."

Steve frowns. "I'm not sure what you mean."

"I'll explain. When the others come back," Phil says, looking away to hide a yawn.

Steve nods, wondering if the agent is aware that he's not fooling him.

"While the others are away, I was wondering if I could ask you one more question before you get some rest," Steve prompts.

Phil nods. "Of course."

"Earlier, when you said you'd discovered who had been funding the project after the government had backed out… you glanced briefly at Tony," Steve says. "He and I may not have gotten along in the beginning and sometimes we still don't, but… please don't say it was him."

"No, of course not," Phil says, sounding surprised.

Steve lets out a harsh breath. "Thank God."

"I'm sorry if I gave you that impression. I just wanted to gauge his reaction," Phil informs him.

"It was someone he knew, then," Steve guessed.

Phil nods. "You've read Stark's file?"

"The one you put together, yeah," Steve answers.

Phil nods, then hesitates. "Do not repeat this to him under any circumstances. He doesn't need this."

"I understand. I won't say a word," Steve swears.

"The man who was privately funding the operation…"

Phil pauses again, looking troubled.

"…was Obadiah Stane."


	6. What If

"Obadiah Stane," Steve murmurs. "The man who tried to kill Tony. And Pepper."

"The same," Phil responds. "On December 16th, 1991 Howard and Maria Stark died in a car crash. Tony Stark inherited his father's company, becoming the CEO of Stark Enterprises at just twenty-one years of age in 1992. However… before that time, and indeed for some time after, Stane was responsible for the company. Regardless of how brilliant Mr. Stark was and is, he was still only twenty-one at the time. Both his parents had just died. He wasn't ready to stand on his own just yet. That gave Stane ample opportunity to divert a portion of the company's funds into the project without Mr. Stark being aware of it."

Steve listens intently, but there's a sudden question on his mind. The implications make his stomach twist into painful knots.

"Phil," he asks in a forcedly even tone, "did Howard know?"

He doesn't think his old friend would have done such a thing, would have knowingly done it. He doesn't _want_ to think that. But he is beginning to have to reconcile the fact that the Howard Stark that was his friend and the Howard Stark that was Tony's father were the same man. As much as he hates to think it, it's nevertheless the truth.

"In the beginning, yes," Phil admits. "Howard Stark was actively donating to the project."

Steve feels his features harden into a scowl.

"No," Phil says firmly, in a tone of voice that has lectured both gods and genius billionaires. "Don't think that way. Just listen."

It isn't an order, Phil doesn't outrank him, but he finds himself obeying the command in almost Pavlovian fashion. He waits, looking to the agent to say something, anything that will acquit his friend of wrongdoing.

"Stark Industries produced weapons. They had multiple contracts with the military. Howard had seen firsthand what the results of the serum could do; is it any surprise that he helped fund it?" Phil asks. "I told you he was involved in the beginning and I meant that: _in the beginning_. Now, you also know that the military, the government, backed out of the project and ceased all funding. They did so in conjunction with Stark industries in December of 1991."

Steve frowned. "The same month Howard and his wife died."

"Yes," Phil answers simply.

Steve's eyes widen. He stares at Phil incredulously.

"Stane," he says in disbelief. "Are you telling me… Did he arrange for that to happen? It wasn't an accident?"

"There isn't enough evidence to say with complete certainty," Phil admits, "but we believe that may be the case."

"He murdered Howard and his wife. He's responsible for the deaths of twenty soldiers. And on top of that he nearly killed you, Tony _and_ Pepper," Steve says. He pauses in thought. "Wait, even… He tried to kill Tony twice. You were with Pepper when he put on the suit, so he tried to kill _you_ twice, too."

Phil's lips twist in a lopsided smile. "Admittedly, I didn't think he was aware of who I was, but I've been wrong before and I'll be wrong again."

"You have to tell Tony," Steve says seriously.

"No," Phil says. "He can't know."

"But he has a right to know," Steve argues.

"And perhaps someday he will. But not today," Phil reasons. "This isn't something he needs on his plate. He's doing well. He's in a stable relationship, he's working with all of you as a member of the team, he's doing more for the world—and himself—now, than he ever was before. What good would it do for either of us to tell him these things? Stane's dead. He can't punish a dead man, but he can punish the next best thing."

Steve's shoulders sag. "But it was all Stane's doing. He wouldn't blame himself."

"He _shouldn't_ blame himself," Phil corrects him. He regards Steve thoughtfully. "I'm having a hard enough time convincing him, and the rest of you, that what happened with Loki was my own fault. Are you positive you wouldn't care to rethink your last statement?"

Steve sighs, running a hand through his hair. "That was a low blow."

"I never claimed to fight fair," Phil says. He closes his eyes with a sigh. "Mr. Stark is… not the easiest person to get along with at times. But he's a far better man than he lets on. And please do _not_ tell him that either. The last thing I need is to give him the impression that I actually like him."

"I don't think he'd believe me anyway," Steve says with a faint chuckle. "Something about you threatening to tase him and watch him drool into the carpet."

"Mmmhmm. That threat still stands," Phil hums under his breath. He's pushing to stay awake now, Steve can see. "But the point is… There are times when people deserve the truth. And then there are times when people deserve better than the truth."

"Understood. I won't say anything," Steve promises. "Why don't you get some rest? Sitwell will have my head if he finds out I kept you awake."

"You're not keeping me awake," Phil mumbles.

"You should sleep anyway," Steve suggests. "We can continue talking later."

He gets a soft, conceding hum in response and a brief squeeze of his hand. He looks down and realizes with a start that he'd never let go of the agent's hand. The man has just drifted off to sleep and he supposes if he's very careful, he could extract his hand without waking Phil. He could.

He shifts his fingers until they brush Phil's wrist. He lingers there, counting each beat of the agent's pulse. It's steady and strong and somehow puts him at ease. Settling back into his seat, he makes no move to draw his hand away and waits for the others to return.

* * *

Jasper sits –'collapses onto' is more appropriate—on his bed. He can't remember the last time he saw it. Granted, that's not so far removed from the usual, but it's still good to be getting a chance to sleep in his own bed. Placing his glasses on the nightstand, he scrubs a hand across his face as he simply lies where he is, unwilling to even start the process of stripping from his suit just yet.

Of course, tired as he is, he just can't seem to switch off. Fury hadn't dismissed him. Phil had, but as much as he's willing to respect the man's order, it doesn't mean he has to be happy about it. Like the Avengers, he's spent a month thinking his boss was dead. More importantly, he's spent a month thinking that his _friend_ was dead.

It had been hard keeping face on the bridge as he'd listened to Fury give Rogers and Stark his little pep talk. After Stark had stormed out and Rogers had followed, it had been Jasper who'd collected the trading cards as they laid scattered across the table, shoving them back into the Director's hand with the proclamation that Phil would have been angry if he'd known that Fury had thrown his cards. It was as emotional as he'd gotten. It was as emotional as he was _allowed_ to get.

He envied the Avengers in that way. At the funeral, they'd been able to openly show their grief, if they'd chosen to. It had been a bit uncharitable, perhaps, to feel some resentment toward them then. Rogers had known Phil for, what… a few days? The same for Banner. Stark was Stark. Thor had taken his no good brother back to Asgard. Clint and Natasha were theirs so it was no surprise that they were as blank-faced as they were trained to be. Pepper had been the only one openly crying, though she had stayed strong through the majority of the service. She was a good woman, well-liked by Phil and his peers.

S.H.I.E.L.D. agents are not allowed to grieve. S.H.I.E.L.D. agents aren't supposed to have funeral services either, but they'd pushed for one. And frankly, they hadn't had to push Fury all that hard. Phil hadn't been just any other agent. He deserved better than to have his friends, his-co-workers, his team going back to work as though nothing were different.

He opened his eyes abruptly.

Phil's team.

Fuck.

Pushing himself up out of bed, he quickly walked to his living room. When Fury had summoned him for the purpose of letting him know that Phil was alive, he'd been commanded to leave his phone behind. It's locked in the safe under his sofa and he quickly retrieves it and connects it to its charger. Sitting himself down on his sofa, he powers it up. There are more missed calls and messages than he can count.

From Agent Cale—

_"Jasper, it's Colin. Where the fuck are you, man? Pick up your damn phone, for the love of Christ. You're freaking us out. If you're going to go on some secret mission off the grid, do us a favor and warn us first. Just… call us back you stupid fuck. Bye."_

—and Agent Garrett—

_"Jasper. It's Jon. You didn't come in again today and none of us can get ahold of you. Fury's not in and Hill's not saying anything. If you get this, give us a call, huh? Just to let us know you're not de—… to let us know that you're fine. All right? Talk to you later. Bye."_

_"Sorry Jasper, it's Jon again. Ignore Colin. He's an asshole."_

—and Agent Jackson—

_"Jasper, it's Brent. Just call when you get back, son."_

—and Agent Delancey.

_"Jasper, it's Tucker. Look, it's been days, there's no sign of where you've gone from your apartment, we're a little worried here and w—COLIN WHAT THE FUCK GET OFF OF ME YOU LITTLE ASSHO—Jasper it's Colin, you pick up your phone you goddamn prick! Colin, give me the phone. Fuck you, Mickey. Do NOT call me that you little shit. Boys, cool your heels. Now, give me that phone, you can have it back when you're both feeling like adul—"_

Jasper sighed heavily and rubbed at his dry eyes, itching for sleep. After staring at his phone for several minutes, he dialed Jackson's number.

"_About time."_

"Brent. Hey," Jasper sighs. "I got your messages. All of them."

He hears a muffled chuckle. _"I'll bet you did. Glad to know you're still among the living."_

"Yeah, I'm sorry. I wasn't thinking," Jasper admits, resting his forehead in his hand. "Director Fury pulled me for a special assignment. I wasn't allowed to bring my phone."

"_Mmmhmm. And do we get to hear the details of this assignment?"_

"Round up the boys and bring them to my apartment in five hours," Jasper says. "I can't explain over the phone, but I promise I _will_ explain everything."

He doesn't hear anything straight away.

_"You in any kind of trouble, son?"_

"No, no, no trouble, I promise," Jasper assures him. "It's good news. Great news, actually. But we can't talk about it now. No guarantee that the line's secure enough for this kind of intel."

_"All right. Five hours. Your place."_

"I'll be expecting you," Jasper says.

_"Right. Now go sleep, you sound dead tired."_

"That bad, huh?" Jasper says with a laugh.

_"That bad. Now go, I'll take care of the boys."_

"Thanks, Brent."

_"Any time."_

Jasper sighs as he disconnects the call. Dragging himself through the process of showering and shaving seems far more laborious than it ought, but he knows it's best to get it out of the way now. With that out of the way, he slides into bed with a sigh and sinks once more into much needed slumber, too exhausted to worry about how he's going to explain the situation to the others.

* * *

"It's just not possible. The human brain _can't_ withstand that kind of strain. And even if it could begin trying to, he'd've gone insane years ago," Tony is saying as he doctors his coffee to his liking.

"What does he get out of lying about it at this point?" Natasha points out, leaning against the edge of the table.

"Certainly explains the migraines," Clint comments.

"Every once in a while, he'd lock himself in his office. Blinds drawn, lights off, no entry permitted," Natasha elaborates. "You wouldn't see him for a day or so, but by the next day he'd be back to work like nothing had happened."

"I broke into his office one of those times. Through the vents," Clint says. "Saw him slumped over at his desk. I thought he'd been assassinated or poisoned or something."

The statement is chased by a laugh that holds little amusement. Bruce nurses a cup of tea while a tuna sandwich sits untouched at his elbow.

"Okay, so you two have known him longer than anyone else here—with the exception of Director Fury," he begins. They all pause to glance at the S.H.I.E.L.D. Director issuing orders to a pair of agents on the far side of the room. The general mood towards Fury has eased up somewhat, but there's a degree of distrust that still lingers. "Can you weigh in on the plausibility of this claim?"

"Well, he's always up to his eyeballs in paperwork, so it's hard to say if he's ever written himself a memo or anything," Clint admits, running a hand through his hair. "I've never paid too much attention to what he was writing. Just chalked it all up to paperwork."

"He's got a good memory, I won't deny that," Natasha adds.

"He always remembers everyone's birthdays. That's something… I guess?" Clint says, wincing at his own flimsy evidence.

"I think it's impossible to retroactively judge whether his memory's super enhanced in any way at this point," Natasha says with a shrug, stealing a potato chip off Clint's plate.

"Which means we just have to wait to find out. More waiting. Great," Tony snorts, sipping whatever caffeinated beverage he'd given the Frankenstein treatment to.

"When was the last time Steve ate?" Pepper interjects suddenly. "Or slept?"

They looked to each other questioningly.

"I'm not sure he's left that room since we got here," Bruce answers.

Tony opens his mouth to say something but, with a look of contemplation, takes a sip of his drink instead. Something's up there. He has a nose for things like this. He's not in any way denying that Steve is sitting there because it's the right thing to do and because it's his civic duty or something ridiculously patriotic like that, but neither does he think that's the only reason. The question is whether or not the Star Spangled Man with a Plan is too dumb to realize it.

"I'll handle it," Tony announces instead, rising from his seat and making up a plate. "Try not to miss me too much."

"Play nice," Pepper says, a warning in her tone of voice.

"When do I not?" Tony scoffs.

* * *

Steve twists in his seat as he hears the door open. He's surprised to see that Tony's come back and alone at that. He frowns, speaking quietly so as not to disturb the agent in the bed.

"Back already?" he asks.

"Yeah, well, somebody hasn't eaten in a day or two," Tony says, shoving a tray full of food towards him.

"You didn't have to—"

His words are cut off by an embarrassingly loud rumble from his stomach. He rolls his eyes at the billionaire's smug smirk and accepts the tray, tucking into a sandwich almost immediately.

"Thanks," he says, watching Tony set a separate plate with a sandwich on the nearby nightstand.

"You seem to forget that I've seen you at the breakfast table," Tony points out. "Your metabolism operates at two or three times the normal rate so skipping meals isn't exactly what I'd call a bright idea, Cap."

"I know how to take care of myself," Steve says, his tone flat.

"Says the man who hasn't eaten in two days," Tony counters, crossing his arms and leaning against the rail at the foot of Phil's bed.

"I was preoccupied."

"Yeah, you were."

"What's that supposed to mean?"

"Oh, nothing."

"I'm not sure I like your tone."

"Tone? What tone? I don't hear any tone."

"Stark," Steve growls warningly.

"Look, I'm just… Okay, you haven't left his bedside since we got here," Tony says.

Steve frowns, looking perplexed. "I'm not sure I follow."

"I like you, Steve, so I'm going to be gentle with you here," Tony responds, leaning forward slightly. "If you're interested in him, you can say so. There's nothing wrong with it. In fact, you might be doing you both some good if you told him."

"What made you think _that_?" Steve asks, a little louder than he intended.

"Uh, did we miss the part where you haven't left his bedside since we've gotten here? Or how you haven't eaten because you've been too busy with the aforementioned not-leaving his bedside?" Tony asks, eyebrows raised. "And don't even get me started on the fact that you've carried around his bloodstained trading cards for a month."

"It's not like that," Steve insists, the tips of his ears pink. He can't believe he's having this conversation. "I'm just making sure I don't squander a second chance."

Tony purses his lips, but nods. "Okay. I don't really believe you, but okay. All I'm trying to say here is that if you _do_ like him, we're all fine with it. Really."

"Thanks," Steve says, in an effort to get the other man off his back. "Can we change the subject now?"

"If you like," Tony says. He nods to Phil. "How long's he been out?"

"About twenty minutes," Steve says. "He wore himself out talking again."

He shakes his head.

"You know, he seems so different from the man I met on the Helicarrier. The same, really, but…"

"Without the stars in his eyes?" Tony supplies with a grin.

"Yeah," Steve agrees. He looks to Phil before returning his attention to Tony. "Is this how he usually is?"

"I'll let you decide for yourself," Tony says, digging his StarkPhone out of his back pocket. "JARVIS collect all the footage of Agent Coulson available."

_"Right away, sir."_

Tony hands off the phone to Steve. The super soldier seems hesitant to accept it, but does so regardless. Sitting back and studying the blonde's face while he watches the footage play across the screen, Tony can't help but think that he's right. But whether or not anything will come of it remains to be seen.

* * *

"There's only a little left to tell," Phil says, looking better for having slept and eaten.

"No chance of you falling asleep before it's through, then?" Tony queries.

Phil smiles slightly at that. "No, Mr. Stark, I don't think so."

Steve watches the agent carefully as they all sit assembled in the room once again. How different the man before him seems from the man on the Helicarrier and the man in the footage Tony had supplied; and yet they're all the same person. Different parts of a whole. He finds himself wondering which other parts he hasn't seen yet.

"Where the hell is Sitwell?"

The question had come from Fury and Steve can see he's not happy about his assigned guard having apparently upped and vanished. Phil waves a dismissive hand.

"That's my doing, sir," he says. "I dismissed him myself. He should be returning shortly."

No sooner has he finished speaking than the door is thrown open and there stands Jasper, flanked by four other men. There's a sudden, awkward silence and the Avengers size up the newcomers and vice versa. One of the four men stares fixedly at Phil for several seconds, his expression unreadable. Then all hell breaks loose.

"What the fuck, Coulson!?"


	7. Square One

**Trigger warnings for graphic depictions of torture and mentions of rape.**

* * *

Steve looks between Phil and the group of newcomers. The one who'd shouted looks fit to explode while the others look mostly wary. One of them stares with his mouth slightly hanging open. Phil appears calm, if a little surprised by the outburst, but his posture is notably more rigid than it was just a moment ago.

"Agent Cale, although it is your talent to do so, I'd appreciate it if you didn't make a spectacle of yourself," he says.

It pulls a laugh from the man, although it sounds strangled, bordering on hysterical.

"So Sitwell's telling the truth about all that… stuff he said," another of them says.

"I'm not sure what 'stuff' he's told you, but if it's anything that's been said in this room, then yes," Phil answers. He pauses to look to the Avengers and gestures to the group of men. "My team. Agents Cale, Garrett, Delancey and Jackson."

There's an awkward exchange of mumbled greetings before they're catapulted straight back into conversation. Or more like Agent Cale picks up where his shouting had left off.

"You've been alive this whole time," Cale begins. "No one thought we'd like to know?"

"The events surrounding Agent Coulson's survival are miles above your clearance level, Cale," Fury asserts. "Sitwell, I did _not_ clear them to be here."

"Sitwell knows. _They_ know," Cale says indignantly, gesturing to the Avengers.

"Leave it, Colin," Garrett hisses.

"No, I will not fucking 'leave it' Jon," Cale snarls. "Explain to me why _they_ were alerted before us. Days before us. We're his fucking team, we had a right to know. But I guess _Earth's Mightiest Heroes_ take priority, huh?"

"Agent Cale, you shut your goddamn mouth right now and I'll consider not suspending you from duty for more than a week," Fury says, his lone eye narrowed and his tone dangerous.

"We know Stark could hardly give a shit. And you two," Cale continues unheeded, jabbing an accusatory finger at Bruce and Steve. "You knew him for, what… three days? Was it even that long? I guess we'll make an exception for Captain Fucking America, won't we? I guess three days trumps years of working together. Tell me I'm wrong. Barton? Romanoff? Why don't you come over here and tell me I'm wrong."

"Sitwell, get your team out of here," Fury says, looking about a minute away from firing the lot of them for the sake of convenience. "I won't say it again."

"Boss, I'd think it would be better if they stayed."

Steve isn't sure who to look at. Cale looks fit to combust on the spot—or punch just about anyone in swinging distance—while Fury looks like he's trying to decide who's going to get chewed out first. Phil seems to be somewhat conflicted, trying to appear calm but the line of tension in his shoulders easily readable. Jasper's appearance reflects Phil's as he stands by the door, hands clasped before him like a penitent. Along with the rest of the Avengers, he's standing silently awaiting Fury's verdict.

There's an odd tension that's been introduced to the room and he can tell already that there's going to be some work to be done before these two teams fully get along. In fact, the sudden appearance of Phil's team seems to have worked a wedge between a group of already uneasy people. Clint and Natasha seem to have pulled away, creating their own, third group. It's probably the most difficult for them, he realizes suddenly. Phil is—was?—their handler. That must mean they'd been a part of the man's team. They're caught unexpectedly between their role as agents of S.H.I.E.L.D. and their role as Avengers. Steve makes a mental note to have a private word with Phil's team—his _whole_ team—just as soon as this is over. They need to clear the air, set ground rules.

"Fine. Cale, don't think this gets you out of a suspension," Fury grunts.

"He'll take the suspension—without complaint, Agent Cale—but first we need to finish this," Phil says, eyeing the younger agent sternly.

"And Sitwell, don't think you're getting out of this either," Fury adds.

"Yes, sir," Jasper says, dipping his head in a nod.

"So," Tony says, drawing the syllable out as he rocks on his heels. "I didn't know you had attack dogs, Phil."

"They're usually a rather charming bunch," Pepper assures him.

Tony stares. "Is there anyone at S.H.I.E.L.D. that you haven't gotten to know behind my back?"

"Don't be sour with me just because you don't pay attention, Mr. I-don't-like-to-be-handed-things," Pepper answers with a shrug.

"Shame a lovely lady like Miss Potts has to be attached to such a—"

"Enough, Cale," Jackson says disapprovingly. He seems to be the oldest of the bunch, to Steve's eyes, and has a sort of fatherly air about him. "That mouth of yours has gotten you in enough trouble today."

Cale clams up at that, his expression sullen—or as sullen as a S.H.I.E.L.D. agent can get—as he shoves his hands in his pockets and looks to Phil like an obedient dog awaiting a command. Steve doesn't blame him for being angry, really. But he can't let the young agent get away with that kind of behavior, especially in front of his superiors. That will have to come later. A very long talk between these groups will have to wait.

"This isn't how I planned for you to find out," Phil admits with a slow sigh, running a hand through his thinning brown hair.

"You _did_ plan for us to find out, though. Right?" Delancey asks, his eyes narrowed suspiciously in Fury's direction.

"Yes," Phil says. "I just haven't had much time to think about where to go from here."

"Well, that can come later," Jackson says. "For now, why don't you wrap up this story of yours."

Steve can only wonder what kind of memories Phil is seeing when the agent nods and looks down at his hands folded in his lap.

* * *

_Phil thrives as a S.H.I.E.L.D. agent. He hadn't thought the organization would suit him and yet over the years he finds himself wearing the customary black suits like another skin. The skills that had barely gotten him into the military are invaluable at S.H.I.E.L.D. And more than that, Phil __**learns**__. He's always been a quick learner, but S.H.I.E.L.D.'s training regimen puts him on the fast track to becoming an agent that many others begin to describe as "scarily competent."_

_He climbs steadily through the ranks—and so does Nick Fury. As it turns out, the talk of becoming Director one day wasn't just hot air. Three years after Phil is recruited, Fury makes good on his word. It isn't long before Fury is the trusted Director and Phil is his "one good eye." Phil is busy with some recruiting of his own. In 1995, he picks up two Chicago police officers—Brent Jackson, age 33, and his partner Tucker Delancey, age 24. He takes a gamble in 1999 by plucking 22-year-old Jasper Sitwell out of the NYPD's ranks. Fury's not sure what Phil sees in the rookie cop, but doesn't question the man's judgment; so far, learning to trust that Phil knows what he's doing has worked in his favor. This time turns out to be no different._

_It's in 2001 that Phil hits a snag. Things have been relatively smooth sailing for him over the past ten years. He's a valuable field agent—other agents enjoy working with him because he has a track record of successful ops. Until he doesn't._

_It's an important information gathering mission, one that Fury has him on personally, but it should be simple. It isn't. At the very least, he doesn't go down without a fight when they take him._

* * *

_Information._

_It's all about information._

_They want him to talk about S.H.I.E.L.D. but he's not playing ball._

_They say they have ways of making him talk. He invites them to try._

* * *

_Phil talks. He just doesn't say what his captors want him to. The wonderful part of having this super enhanced memory is that he has entire books memorized from cover to cover, entirely movie dialogues, every song lyric you can imagine, every sports statistic he's ever seen._

_He starts with the Declaration of Independence._

_They start with electrocution. They strip him of his jacket, shirt and tie and stick electrodes on his bare skin from the waist up. They continually dial the voltage up with each of his refusals to speak, until he's lucky he hasn't bitten his tongue off._

_He recites_ To Kill a Mockingbird _as they string him up and whip him. He has to pause with each blow to remind himself not to scream, not to give them anything to work with. He feels blood running down his back, soaking his pants and underwear, making his skin slick and sticky. He'd gladly sink into the unconsciousness his pain edges him toward if not for the injections they keep giving him—adrenaline or cortisol or something, something in his bloodstream keeping him awake._

_Strappado is next on the agenda. He can't very well help it if his recitation of the United States Constitution is interrupted briefly. They manage to tear a scream out of him when they add just enough weight around his ankles to dislocate both his shoulders. There's a sickening series of pops followed by blinding pain as the full weight of his body plus the weight of the blocks tied around his ankles is placed on the dislocated joints. Another injection comes as his vision grays and he feels his heart pound like it's fit to burst through his ribcage. He gasps like a fish out of water, still managing to force two or three words out as a time. He can't tell if it hurts worse or more when they cut him down and pop the joints back into place. There's enough breath left in him to refuse their questions._

_He doesn't know how long they continue to do this, only that it's repeated in cycles for what feels like a very long time. They do change up their routine, of course. They strap him to a chair, tie him down so tightly that the rough wooden back of the chair grates against the welts on his back, rubbing them raw, opening them back up until his flesh oozes blood and puss._

_He's forcing out bits and pieces of _A Farewell to Arms _as they pull his fingernails out, slowly, one by one. He tenses each time the red hot prongs return, gripping the nail and pulling it slowly, so slowly, tearing it away from cuticle and leaving the sensitive flesh beneath exposed._

_When that's done, they break his fingers. He thinks it should hurt more—and it hurts, plenty—but he's starting to wonder if the lack of sleep—just how long has he been awake?—is effecting his ability to feel pain. He prays it is._

_Being stripped completely naked should be embarrassing, but he just can't find it in him to bother with embarrassment. Not when they're dragging the tip of that wicked blade across his body, cutting into him just enough so that bright red trails bubble up and spill over the lines drawn. He babbles hockey statistics and baseball statistics and football statistics as they cut into him mercilessly, taking turns making him bleed._

_There are sweet, comforting things being murmured to him as someone carves their initials into him, running a possessive hand up his inner thigh in a sickening imitation of intimacy. He hears a scuffle, harsh words about "not operating that way." Though he hadn't reacted outwardly, he hates himself for being so grateful that his captors aren't willing to inflict that kind of torture. Still rattling off sports facts, he refuses to acknowledge their claims that the pain will stop if he just tells them what they want to know._

_They know he knows. They know what he is; Fury's one good eye, a walking S.H.I.E.L.D. database, a lab rat, a failed experiment, a reject. But despite all their careful research, they haven't accounted for what else he is: a loyal soldier._

* * *

_In the end, they don't get what they want._

_He can't tell if it's pride or alarm he sees in Fury's lone eye when they find him near-dead, only to discover that he hasn't uttered a single word against S.H.I.E.L.D. to his torturers. Of course, it takes him several days to decide that the Nick Fury sitting beside his bed is the actual Nick Fury and not another hallucination his drug-addled, sleep deprived mind has conjured up in a moment of weakness. He supposes if he's not seeing Bill anymore, then perhaps he's no longer losing his mind. Or maybe he's already lost it. He can't be certain._

_He sleeps. A lot. He doesn't know how long or how often, only that it's a lot._

_That's okay, he thinks._

_For now, that's okay._

_Because when he sleeps his mind is quiet. When he sleeps, his mind can't regurgitate memories of torture so clearly that he wonders if he's still, in fact, being tortured._

_So he sleeps._

* * *

_Fury sits by his bedside nearly every day, he thinks. Jasper is there when Fury isn't. They stay until he's sure he can trust that they're really there. He remembers doing the same thing for Jasper, just six months after he'd become an agent. He'd sat every day by the younger man's bedside until the drugs the enemy had pumped him full of wore off. Jasper's there now, standing silently in the corner, his eyes looking too old for his still-young twenty-four years and Phil can't help but feel a little guilty for that._

_"You sure I'm me, now?" Fury asks him._

_Phil stares. He blinks. He nods._

_"Good," is all Fury says._

_There's something else he wants to say, Phil can see. He waits patiently, knowing that if he just waits and watches, Fury will cave and talk. _

_"I'm pulling you from the field."_

_It's not what he'd expected. His eyes widen in alarm._

_"I can't have you out running missions anymore," Fury says. "Not with everything you know."_

_"Boss."_

_When he says it, it sounds so much more desperate than he wants. But he __**is**__ desperate. He can't be pulled. He can't be benched. He can't be __**useless**__. He doesn't want to go back to being useless, not when he'd found a purpose for himself._

_"This isn't up for debate," Fury says firmly._

_Phil just stares up at him, the feeling of betrayal cutting deeper than the knife ever did. He doesn't understand. He'd done his duty, he'd kept his mouth shut. Hell, he'd even managed to bring information __**back**__ that he'd gleaned in his moments of lucidity. It's going to take him months to fully heal, he knows that, but Fury's talking to him like a trainer who has to put down a crippled horse. He'll run again, he just needs time._

_"Don't give me that look, I'm not cutting you loose," Fury snorts. He looks over his shoulder. "Sitwell, take a walk."_

_Jasper hesitates, like he's internally debating the likelihood of Fury smothering Phil with a pillow while he's gone. But apparently he decides this is unlikely, because he nods with a quiet "Yes, sir" and slips out of the room. Fury waits until Jasper has left before a heavy sigh escapes him and his shoulders droop like he's carrying the weight of the world. Maybe he is._

_"Listen. Before you say anything, just listen," Fury says. "This isn't a punishment. Probably seems like one right now, but it isn't. Ten years ago I said I needed you and that hasn't changed. You think I want to take my best agent out of the field? Hell fucking no I don't."_

_He leans forward, his elbows resting on his knees._

_"But that's the catch, isn't it? You're my best agent, so I need you in the field, but I can't afford to put you in the field anymore," he explains. "You know too goddamn much."_

_"I didn't tell them anything," Phil croaks._

_"I know. I know you'd sooner bite off your own tongue than do it willingly," Fury acknowledges. "But that doesn't mean it can't or won't happen. You're a tough nut to crack but that doesn't mean you're uncrackable. Besides… someone goes and cracks you, who the fuck is gonna help me run this shit?"_

_Phil doesn't want to laugh—mostly because it hurts to do so—but he can't help the huff of laughter that escapes him at Fury's sly grin. It quickly fades, however, when he remembers why they're having this conversation in the first place._

_"Now what, boss?" he asks._

_And he genuinely doesn't know. It feels just like it did ten years ago; like he's stuck in that limbo of purposelessness. _

_"I'm raising your security clearance," Fury tells him. "Once you're recovered, you'll be taking the position of a handler. You've got Jackson, Delancey and Sitwell already… whoever else you want to make up your team is up to you."_

_"A handler," Phil repeats. He can't help but remember Bill's statement about his talent for 'people wrangling.' But now's not the time for that. "Who is it?"_

_"Who's what?"_

_"You're making me a handler. That means you want someone handled," Phil points out, shifting slightly. He tries not to wince as doing so tugs at the still healing wounds to his back._

_"We've got something of a blip on our radar," Fury says. "Organizing the take-down will be your job."_

_"Do I get a name?"_

_Fury seems to contemplate whether or not to actually tell him. Phil waits patiently. He can do patience. At last, the Director leans back in his seat and folds his arms across his chest. There's an odd sort of gleam to his eye that Phil can't quite put a name to._

_"Clint Barton."_

* * *

_The first time Phil sees Clint face-to-face, the younger man is bloodied and bruised, being held down by an equally bloodied and bruised trio of Jackson, Delancey and Sitwell. Phil's still on the mend, but he'll be damned if he sits pretty just because Fury said so. He straightens up, slightly out of breath from the scuffle and blinks rainwater out of his eyes to get a good look at the young man wriggling like a worm in mud beneath his captors._

_"Clint Barton, I'm Agent Phil Coulson with the Strategic Homeland Intervention—"_

_Clint spits on his suit._

_Phil punches him in the face._

_(And re-breaks three of his fingers doing so.) _

_"My orders are to neutralize the threat you've presented yourself as by whatever means necessary," Phil says, wincing as he inspects the damage to his hand. "I've decided to make a different call. How we proceed is up to you. I can complete my mission and take care of you right here… or you can come work for us."_

_"You're trying to kill me, why the fuck should I work with you?" Clint sneers, spitting blood onto the rain-soaked ground._

_"Because I hate to see skills wasted. Because I think you lack direction, which we can provide. Because I think everyone deserves a chance to be the person they should be," Phil says evenly._

_"You're stupider than you look if you're actually considering trusting me," Clint snorts._

_"Probably," Phil agrees._

_"So it's either work for you or take dirt nap."_

_"Basically."_

_"What's to stop me from agreeing to work with you and ditching the first chance I get?"_

_"You won't ditch."_

_"You seem awfully sure of that."_

_"I am."_

_Phil considers Fury's subsequent week-long wrath to be well worth it._

* * *

_"Barton."_

_The other man's name comes out in a clipped tone, one that's developed a familiar ring over the years. To be fair, he's staring at Hawkeye supporting an injured Black Widow. Their target._

_"You took a chance on me," Clint says quickly. "How is this any different?"_

_"It's very different, you know that," Phil answers._

_"You made a different call for me. I'm asking you to do it again," Clint says persistently._

_Phil's not stupid. Not by a long shot. Black Widow is dangerous, beyond comparison. Her skill set is frighteningly expansive and diverse as is her ledger. She silently awaits judgment, staring him down with a look that some might liken to a hungry wolf. She's studying him, picking him apart without moving a muscle. Somehow, some way, Clint's gotten through to her. Perhaps it's their similarities that draw them together. It will take some time for him to do the same, he knows. _

_"You'll be examined by S.H.I.E.L.D. medical and, once it's been determined that you are fit enough, you will be detained by our security until such time as your true intentions have been determined," Phil rattles off, his grip on his handgun neither loosening nor tightening. "Do you understand?"_

_"I understand."_

_They're the first words he hears out of her. She doesn't speak unless she has something to say, which is a gift he often wishes more people had. Her bond with Clint is strong and strange and something he doesn't question. If they find camaraderie through their brokenness , if they think him unlike them, then that's all well and good. He earns Natasha's trust as she earns his, through time and patience and hard work._

_Clint had been a good call. In more ways than one, it turns out._

* * *

_Phil is dying. It takes him a surprisingly long time to realize that. But the telltale sticky, wet slide of blood-against-skin is there. His heart flutters strangely in his chest, desperately pumping in an effort to keep him alive. Loki is gone and Thor, too. He thinks of the look of anguish on the thunder god's face, the pained cry. It's a struggle, suddenly, to keep his mind in check; memories of New Mexico bubble insistently to the surface and he hurriedly pushes them away. Now is not the time for sentimentality._

_He feels strangely light and yet he can't move. He's no doctor, but he's watched enough people die to know that he's not going to be walking away from this one. It's just that he never has been the type to go gently into that good night. Instead, he struggles feebly against the inevitable. There's something else… He knows there's something else, so he can't go, not just yet. _

_There's the stomp and clatter of boots hurrying past him, but one pair stops. Nick Fury crouches in front of him and he finds his voice. He swallows around the copper taste in his mouth before he speaks._

_"Sorry, boss," he says. He has to consciously force himself to draw breath, to exhale, to repeat. "The god rabbited."_

_He hardly noticed the experimental weapon being moved from his lap._

_"Just stay awake," Fury says. His hand reaches out, grabs Phil's chin roughly and forces him to make eye contact. "Eyes on me."_

_"No," Phil sighs. "I'm clocked out here."_

_"Not an option," Fury retorts._

_Phil pauses for the length of a heartbeat to catch his breath as well as his racing thoughts. Nick Fury is his oldest living friend. It's been over two decades since he shook this man's hand and agreed to be one of his agents. He's grown to trust this man, respect him. It's why he can see the desperation, the anger in Nick Fury's lone eye. Rare is the moment when S.H.I.E.L.D.'s Director is so easily readable._

_It takes a great deal of effort to scrape together something resembling a ghost of one of his familiar smiles._

_"It's okay, boss," he wheezes._

_And it is. It really is, he realizes. This is how it's meant to be. He'd always known that he'd die on the job, it was only a matter of when and where. At least it's this way, at least it was trying to do something good._

_"This was never gonna work…"_

_It doesn't hurt quite so much now. He thinks of Clint. He thinks of Natasha thinking of Clint. He regrets not being able to do more, to get the archer back to them. He's suddenly acutely aware of a pricking sensation in the corners of his eyes, but willing it to go away doesn't seem to do much._

_"…if they didn't have something…"_

_He worries. He worries that Thor might not have survived the fall. He worries that Banner might not come back. He worries that Stark might get himself shred to pieces in that engine—and subsequently worries for Pepper. He worries about Hill and Sitwell up on the bridge and the rest of his team, still stationed in New York. He feels a sharp pang of worry when he thinks of Captain Rogers. He worries that this is too much, that the demands of the modern world will crush him. He worries that the man hasn't had time to grieve. People should have time to grieve, superhero or not. _

_"…to…"_

_It's almost like passing out, he thinks. He feels suddenly cold, detached, like he's falling into himself. His vision blurs and narrows until all he can see is Nick Fury and then nothing at all. There's no fighting any longer. There's no fight left. The fight rests on others' shoulders now._

_He lets himself go._


	8. Trouble

_Phil's choking. He struggles against whatever's preventing him from breathing properly as his surroundings gradually filter into his awareness. The beep of machinery, the pain in the left side of his chest and back, the fact that he can't seem to summon the energy to open his eyes, and that there are hands on his wrists keeping him still. Someone's speaking to him._

_"Phil. Phil, I need you to listen to me. Don't fight the ventilator, you're just going to hurt yourself if you do. Just let it breathe for you. The nurse is coming, she'll take care of it soon."_

_The voice cuts through the fog that's settled over his mind. He knows that voice, but placing it is taking him longer than it should._

_Jasper._

_It's Jasper Sitwell._

_The process of removing the ventilator is unpleasant, but it's not as unpleasant as having that tube in his throat. Breathing without it is harder, but puts him more at ease. He finds he's exhausted by the end of it, but he doesn't want to sleep. He hates drugs. He knows he's on them, for the pain, and he hates them. Hates how they distort his perception of reality, how they scatter his carefully organized memories like a jar of so many marbles smashed. _

_Forcing his eyes open is a chore, but well worth the sight of the relieved look on the younger agent's face. Phil has to focus, trying to collect his thoughts. He knows this is not a moment in time over a decade past, knows the pain in his back is not from being whipped, but it still takes him longer than he'd like to sort that fact out._

_Sleep is calling again and he clings to consciousness stubbornly, not wishing to give in to it until the hundreds of questions on his mind have been answered._

_"You've been in a coma," Jasper informs him, as though reading his mind. "You've probably got a lot of questions, but considering you've just woken up, I suggest you don't strain yourself too much. I've notified Director Fury and I'm sure he'll answer whatever questions you have when he arrives. Until then, you should probably get some rest."_

_Phil doesn't want to comply with that, but he finds his body disagrees. So he slowly slips back into the arms of deep slumber._

* * *

_Fury has joined Jasper when Phil opens his eyes again. He doesn't know how much time has passed. He'd felt light the last time he'd been looking his boss in the eye. Now he feels heavy, weighed down. He squeezes his eyes shut, trying to clear the cobwebs from his mind, trying to focus._

_"You with us?" Fury asks him._

_He opens his eyes, nods._

_"Barton?"_

_His voice is hoarse with disuse, his throat scratchy and dry. He figures one word at a time will have to do for the moment. He wants to know the status of all his agents, of the Avengers, hell he wants to know the status of the free world… but Clint is the first thing on his mind. He hopes that Fury understands._

_"Back on our side. Barton was recovered with a little cognitive recalibration from Romanoff. Well, Manhattan still needs a hell of a lot of cleaning up, but Thor's taken Loki and the Tesseract back to Asgard. The rest of them managed to get their asses in gear long enough to prevent Manhattan from becoming a smoking crater. They've been playing house at Stark's place for the past month," Fury says. "I'm giving you the SparkNotes version here. You can ask questions later when you can stay awake for more than five minutes."_

_He doesn't even try to hide his relieved sigh as he allows his eyes to slide shut, just for a moment, as he holds on to those facts and lets them sink in. The world hasn't ended. His agents are safe. The Avengers have assembled. And… he's alive. Why is he alive? Blinking his eyes open once again, he looks up at the Director questioningly._

_"I'm not dead," he rasps._

_"No, you're not," Fury answers._

_"Should be," Phil says._

_"Should be," Fury agrees._

_"And I'm not… because…?" Phil prompts, clearing his throat._

_Fury pauses. He looks over his shoulder. Jasper shifts and has the grace to look only mildly put off._

_"I know, I know. 'Take a walk, Sitwell,'" Jasper says, raising his hands. "I'll keep myself posted at the door, sir."_

_At any other time, Phil might have offered his own sample of wit at the other agent's response. As it is, it's as much as he can do to track Jasper's movements as he exits the room and closes the door behind him with a soft click. Whatever the answer to his question is, it's something Fury doesn't want Jasper knowing. He's having enough difficulty wrapping his mind around the idea that he's alive, never mind why. Whatever the explanation is, Fury's not parting with it easily._

_"I don't pretend to understand it myself," Fury begins, leaning forward in his seat. "You were dead, though. I case you were wondering. For about an hour."_

_Phil frowns. "Then why…?"_

_"Why is your brain not cottage cheese? I'll get to that," Fury says. "The medics called it and I had a ship to run, so I left them to take care of business. What I didn't know was that just because they called it didn't mean they'd given up. I'd just given Stark and Rogers the pep talk of a lifetime when they contacted me on my private channel to tell me that you were still alive."_

_He spreads his hands before him._

_"The reason you're still with us is this: The super soldier project. Apparently the serum in you interacted with the Tesseract in such a way that your body went into a state of suspended animation," Fury explains. "You know our medical team was responsible for reviving Captain Rogers from the ice. From what they told me, you exhibited very nearly the same symptoms. Called it a defense mechanism."_

_Phil's not sure he's hearing correctly. He can't wrap his mind around this idea._

_"But the… project was a failure…" he says. His chest hurts. Breathing hurts. He can't seem to force the words out, to make them work for him the way he usually does. "I shouldn't be… shouldn't be… I was supposed to…"_

_"Easy. Take it easy," Fury says._

_Suddenly there's a hand on his shoulder and an oxygen mask being slipped over his face. He hadn't even realized he'd been gasping. The spots clear gradually as he focuses on slowing his breathing down, but his head is still spinning from the implications of what he's just been told, so he closes his eyes. His memory has been the only thing affected by the serum after over two decades. And it's not as though he hasn't been at death's door before, so why now? But the Tesseract. The Tesseract, Fury had said, is responsible. _

_"You've been healing while you were in that coma, but you're not ready for action just yet so do me a favor and just take this whole conscious thing slowly," he hears Fury say._

_Phil makes a noise that might be an agreement. He can barely string a sentence together never mind something adventurous like getting out of bed. Even summoning the energy to be annoyed by that fact seems out of the question._

_"Agent Coulson."_

* * *

"Phil."

Steve feels a wave of relief wash over him when that finally seems to get the agent's attention. He's grown used to the dazed look on the other man's face when he slips into a memory, but for the past five minutes Phil had been sitting rigidly, catatonic. The change had been easy to see; the way his hands suddenly clenched at the bed sheets until his knuckles turned white, the way his lips pressed into a thin line as his breathing hitched and his heart rate skyrocketed.

Now, though, as Steve grasps his wrists firmly, Phil's grip loosens and he lets out a breath he probably didn't even know he was holding in as they watch him come back to himself. The exhaustion in his features has returned tenfold, and Steve begins to wonder if perhaps this is a bad idea. If maybe he should slow down. If they should wait until he's sufficiently recovered. Bruce is hovering around the agent, examining, checking vitals, speaking in words so hushed that Steve can't hear them despite being seated just on Phil's other side.

"Sorry," Phil says, still looking dazed. "Got lost."

"Should've taken that left turn at Albuquerque," Tony quips.

It alarms Steve when that fails to elicit a response.

"Coulson?" Cale pipes up, his tone uneasy to Steve's ears.

"It's fine. It's all right, you can let go," Phil says at length.

"You sure?" Steve asks.

Phil nods. "I just… had a hard time coming back. Thank you. I'm fine."

Steve draws back, but not without hesitation. He wonders just where the agent had gotten lost that had caused such a reaction. He has a sneaking suspicion that he knows the answer, but he's not sure it's something he _wants_ to know the answer to. Fury had been moments away from ordering them all from the room and calling for the doctor. It doesn't escape Steve's notice that, of the ones who had called Phil's name, it had been his quiet intonation that the agent had finally responded to. He's not sure what to make of that.

"I was dead for an hour," Phil says, pulling Steve from his thoughts.

"After Loki," Bruce clarifies.

"Yes," Phil answers, his eyes darting to the doctor briefly. "You weren't lied to. Director Fury wasn't made aware of my survival until after all of you had landed in Manhattan. I'm told that it wasn't truly a sure thing even then."

"And now we get to hear how this miracle of miracles occurred," Tony says.

"The super soldier project," Steve says.

"The super soldier project," Phil agrees. "So you see why it was necessary to explain. To get from Point A to Point Z. We know that the Tesseract was linked to Loki's scepter. When I was stabbed, the Tesseract interacted with the serum in me, and previously dormant cells were suddenly activated so that, for lack of a better term, I rebooted."

"Rebooted," Clint echoes. "You just… came back to life. On your own."

"Essentially," Phil answers. "But not on my own. I dropped into a state of suspended animation for approximately one hour and while the medical team was performing surgery, my heart restarted."

"If you were dead, why would they bother performing surgery?" Natasha asks.

"S.H.I.E.L.D. medical is responsible for reviving Captain Rogers here from the ice," Fury interjects smoothly. "They were prepared to ship Coulson down to our morgue, but the physician currently overseeing his recovery recognized what he thought was something similar."

"Which was?" Cale prompts.

"Apparently, his pupils caught his attention. Dr. Connors is the only physician with S.H.I.E.L.D. who has complete access to Agent Coulson's medical file, for obvious reasons," Fury elaborates. "From what he told me, he 'had a hunch' and decided to go with it. We don't operate on hunches in this business, but I figure I'll let it slide this time."

Fury is looking to Phil with the barest hint of a smirk, and based on the way a lopsided smile has made its way to the agent's face, Steve is willing to bet there is some private joke that wouldn't make sense to anyone else in the room. There's a moment of silence as everyone digests this themselves. As usual, however, the silence doesn't last long.

"So… is that it then?" Garret questions.

"That's the end of it," Phil says.

"I think what he's trying to ask is, since the Tesseract messed about with your DNA, is it going to continue to do so?" Jackson elaborates.

There's a moment where Steve watches Fury and Phil look to each other once again, holding what seems to be a silent conversation. Fury shakes his head as Phil closes his eyes.

"At this point, we can't be sure," he says.

"They don't know?" Pepper asks, concern creeping into her tone.

"We weren't even close to understanding precisely what the Tesseract is or its behavior," Phil says, rubbing a hand across his eyes. Steve can see his hands shaking. "…too many unpredictable variables to determine potential lasting side effects."

Steve knows he's at the end of his rope. Coupled with it is a hint of annoyance at being worn out so easily. Frankly, he's surprised the agent managed to pull himself together after that strange period of unresponsiveness. Knowing that Phil will continue to field their questions until he loses consciousness unless one of them stops him, he takes it on himself to step in.

"Well, I'm guessing your team wants some time with you… and vice versa," he says, rising from his seat. He looks to the other Avengers and checks for understanding in their eyes before he looks back to the agent. "We'll be back later."

Phil simply nods, looking ready to drop off at any moment. As they gather together to file out, Steve hears Fury speaking to Jasper. He doesn't know what's being said, but by Fury's tone, he's none too pleased. The door closes behind them and Steve parks himself against the wall beside it, leaning against it as he folds his arms over his chest. Bruce offers him a look that he can only describe as mildly reproachful.

"You're not going to stand guard," the doctor says.

Steve quirks an eyebrow at that. "Why not?"

"Because you haven't slept in two days," Bruce answers.

"I don't have to—"

"We know, we know. Super soldier," Tony drawls. "Do us a favor and just listen to him. Before you give Phil a heart attack."

Steve frowns.

"What, you didn't notice the face?" Tony snorts.

"What face?"

"The pursed lips, squinty eyes face," Clint elaborates. "The one that means he's not happy with something."

"I… thought that just meant he was tired," Steve says. "Or had a headache."

He looks to Bruce for backup. The doctor shrugs, clearly having no idea what the others are talking about. Apparently this is something gained from exposure, which neither of them can boast. He tucks that bit of information away, knowing it will be useful in the future. But as for the present…

"We'll watch the door in shifts until he's ready for us again," Natasha declares. She focuses a hard stare on Steve. "In the meantime, you're going to rest. You'll have the last shift. One of us will come to get you when it's your turn."

Steve opens his mouth to protest, but under their combined stares, he thinks better of it. In truth, he knows they're right. He should be taking better care of himself. A leader can't expect to take proper care of his team if he's not taking proper care of himself. Not to mention the last thing he wants is to cause Phil any undue worry. So he just nods instead.

"All right," he says. "Let's set up the shifts."

* * *

Steve sighs as he stands under the hot spray of the shower, his eyes shut tight. Without the distraction of keeping watch over Phil, his head is practically pounding with everything he's learned in the past two days and all the questions raised in the wake of that knowledge.

Phil had seemed earnest when he'd told Steve he'd saved his life. Maybe most people would be pleased to hear something like that, but when he replays it in his mind, it just makes him feel sick. If Phil hadn't been trying to follow in Steve's footsteps maybe he never would have been put in this position in the first place. Maybe he never would have joined S.H.I.E.L.D., never would have had to contend with gods and villains and impossible odds. Maybe he could have had a normal life. At the very least, he wouldn't have had to suffer as someone's unwilling guinea pig.

Perhaps, in this other life he's conjured up, they never meet. He's surprised when that thought makes him feel even sicker than before.

Pushing that aside, knowing he not capable of interpreting it at the moment, he struggles to pull together everything he's learned in the past few days in order to create a plan of action.

He steps out of the shower, toweling himself off and changing into the sleepwear that had been set aside for him. He's too used to the way S.H.I.E.L.D. operates to be bothered by this kind of thing any longer.

Admittedly, it does feel good to slip between the sheets and close his eyes, but he can't seem to sleep just yet.

Steve thinks back to when he first met Phil, their awkward exchange on the Quinjet and the Helicarrier. Of course, everyone working for S.H.I.E.L.D. carries many secrets, but he'd have never thought that Phil's would have been like this. He seemed so unassuming, so… ordinary. He scrubs a hand across his face, knowing he's not going to sleep until he sorts some of this out in his head.

First and foremost, they need to make sure Phil is okay. He seems to be recovering, but neither he nor Fury seemed to have any idea of whether the influence of the Tesseract could potentially affect his health in the future. Which means he'll have to have a conversation with this Dr. Connors that Fury had mentioned; if anything, it sounded as though he was the one most in-the-know when it came to Phil's health and well-being.

Which brings up another point: Phil claimed to be having trouble controlling his memories. Is this something permanent? Steve's seen for himself how it wears the agent down, but then, he _has_ only been awake for about a week or so. And he'd trained himself to control them in the past. Hopefully he can do it again, in time. If he has time to rest, if he _gives_ himself that time to rest—because Steve's seen how annoyed he seems to be by his constant weariness, which indicates, at least to him, the potential for a stubborn streak a mile long—perhaps he can begin to regain that control.

Then there's Tony. Steve promised Phil he wouldn't mention the detail about Stane to Tony and he's not about to go back on his word, but a large part of him wonders if keeping that particular secret is really for the best. There's a chance that Tony may stumble upon the information himself one day and with some of Tony's more self-destructive personality traits, he can't see the results as being anything but disastrous. But really… it comes down to being disastrous no matter how Tony finds out, even if it's coming from friends. Or from Phil. So he'll make sure Tony doesn't find out. He'll need to talk to Pepper and see if she has any knowledge of this at all, though he highly doubts it.

There's Natasha and Clint as well as Phil's team to consider, not to mention how they all fit in with the Avengers. There should be a discussion of boundaries, he thinks, of who goes where and who answers to who. It's a bit of a mess; Natasha and Clint are Avengers, but also still active as agents of S.H.I.E.L.D. The there's Jasper, who's acted as their liaison for the past month. Regulating both Phil's team as well as the Avengers had fallen to him, and it certainly hadn't helped make the line of distinction any less blurry. So a team meeting of sorts is in order.

Steve needs to talk to Fury. He understands the deception in place in this matter, but it doesn't mean he appreciates it. Neither does anyone else, from what he can tell. Fury's going to know that there can't be secrets like this between them, that if he wants the Avengers on his side, he's going to have to earn their trust. Furthermore, they need to know exactly what kind of threat was so important that this lie needed to be maintained in the first place. They can't protect Phil if they don't know what they're protecting him from.

He sighs, rolling over onto his stomach.

He's got a lot of work to do.

* * *

Phil watches Cale pace like a caged animal. No one in the room is speaking. Fury had left moments ago and, though Jasper's expression betrays nothing, he knows the younger agent is in a great deal of trouble. Thankfully he knows how to soften Nick up just enough to get Jasper off the hook. Cale, on the other hand…

"It wasn't supposed to go this way," Cale says. "You weren't supposed to… supposed to…"

He gestures to where Phil lies in the bed.

"Things like this happen. They're part of the job. We have to assume that every mission we undertake may be our—"

"Don't patronize me, I know the risks," Cale spits. But just as soon as his anger had flared, it begins to die down. It's still there, of course, but more like a hot coal than a roaring flame. He sinks into one of the seats by the bed, shaking his head as he looks to Phil. "Christ, what were you thinking?"

"He was doing his job, Colin," Garrett says firmly.

Cale scoffs at that. "Everyone keeps saying that. No, that was a suicide mission. Running out to take on a god with an experimental weapon is not your job."

"It was that day," Phil answers evenly. "Cale—… Colin, it happened. I can't take it back. And I wouldn't if I could. Someone needed to make the sacrifice play; I was in the position to do it, so I did. It wasn't about proving anything or leaving this team behind or trying to play hero. It was about time. I was trying to buy time and that's all."

Cale nods, resting his forehead on his clasped hands as he leans forward in his seat, looking as though he's in prayer. The youngest of his agents, Cale had been something of a special acquirement. He was a Boston native, like Phil, but imported from Ireland with a bit of a chip on his shoulder. But then, that's hardly any surprise; Cale's father had been an AIM operative, formerly of the PIRA, who had been gunned down by none other than Nick Fury. He's a bit more passionate than they typically like their agents to run, but Phil knows how to work that to their advantage. He knows how to make Cale fit into their team just as he does with all the others.

"Well, I for one don't know how I'm going to break this to Angie," Jackson admits, removing his cap to run a hand over his head. "If I don't do it right, I just might send her into early labor."

That brings a smile to Phil's face. Finally, something positive to focus on.

"Due date's still three weeks from tomorrow, isn't it?" he asks.

"Like you need to ask," Jackson responds with a quick bark of laughter. He sobers slightly. "We were going to name him 'Phil.'"

It's Phil's turn to laugh. "That poor kid. Please tell me you changed your mind."

"I have now. You want a kid named after you, you die for real. None of this 'suspended animation' business," Jackson teases.

"Speaking of, did you _really_ go through a super soldier project?" Delancey asks.

"I really did," Phil answers.

"So your memory really is enhanced," Garrett adds.

"It really is," Phil says.

"Why didn't we know any of this sooner?" Delancey queries, folding his arms over his chest.

"Security," Jasper pipes up at last.

"What, you're not saying you knew?" Garrett asks.

Jasper shakes his head. "No, I didn't know. But I've seen what happens when people find out. It's not pretty. Picture a S.H.I.E.L.D. database with legs, walking about. Now say you're an enemy faction. A terrorist group. Maybe you're just a country who wants information. What are you going to do to get it?"

"What _aren't_ you going to do to get it?" Jackson corrects him.

"Exactly," Jasper says.

Phil tries not to sigh when he has four sets of eyes turned on him. He doesn't want this, doesn't want them thinking any less of him. But the truth comes with a price, he supposes. It was bound to come out sooner or later and the fact that he'd managed to keep it a secret this long is, frankly, astounding. Still, he finds himself wishing it didn't have to be this way.

"If any of you even think about looking at me with anything even resembling pity, I'll have you fired so fast your head will spin," Phil says flatly.

"It's not pity, we're fucking worried, okay?" Cale says, looking up. "I mean… Jesus, you've got all that shit crammed in your head, who isn't going to worry about you?"

"I've carried on just fine for twenty years," Phil says. "I don't need anyone worrying after me."

"The lone wolf shtick isn't going to cut it, Phil," Jackson says. "We have to restructure our team. It's not out of pity, or overprotectiveness, it's out of a need for tightened security. We can't afford any holes. You being vulnerable means a giant hole in that security and we need to fix that, so you're going to have to get used to everyone handling you with kid gloves until you're back to taking out armed gunmen with bags of flour."

Phil sighs, rubbing at his tired eyes. "Thank you for at least attempting to mask your concern behind professionalism."

"My pleasure," Jackson answers with a grin.

There's silence for another moment. Phil watches each of them in turn. It hadn't been fair to them, really, to have been left out. He's going to have to work hard to regain their trust and to get them to a point where they feel they can rely on him again. It's not an optimal position for a leader, but it's what he has to work with and he's certainly worked with worse. And frankly, anything else is just unacceptable.

"So why were the Avengers informed before us?" Cale asks quietly.

Though the youngest agent in the room has been the most vocal, Phil can clearly see that it's a question that's on all their minds.

"I'm afraid I don't have an answer for you," Phil says honestly. "I trust that Director Fury had his reasons."

"Are you sure that's a wise decision?" Delancey asks.

"I trust Nick Fury with my life, in every sense of the word," Phil says firmly. "If it took so little to shake my faith, I'd never have lasted this long."

"And if it weren't for 'faith' you wouldn't be in this bed either," Garrett points out.

"Are we going to keep going in circles with this? What's done is done. None of us can change that," Phil says, his tone gaining a decided edge. "Now, we can keep rehashing the same topic, or we can move forward."

No one says anything. Phil rubs his forehead, trying to will away the impending migraine.

"Are you looking for an apology?"

"An apology would be nice," Cale says.

Phil sighs. Jasper watches him shrug off the annoyance, fitting the calm, collected mask they're all familiar with back in place. Except it's not the one they're familiar with. Not exactly. Phil just looks so damn _tired_. Not in need of sleep—though he undoubtedly is—but just worn right down to his core. For half a moment, Jasper considers ushering them all out of the room so he can resume his bedside vigil, but the older agent means to speak, so he keeps quiet.

"I'm sorry for how my decision has impacted this team," Phil says at length. "I know that I'm going to have to work very hard to regain your trust and I'm more than willing to do whatever it takes. But I'm not sorry for what I did. I believe I've made that clear. You are, each of you, highly trained professionals. You are agents of S.H.I.E.L.D. You are meant to operate a cut above those who are cut above the rest. I expect that from you because I know it's what you're capable of."

He pauses, scrubbing at his eyes, and Jasper swears he can almost _see_ the man's pain. It's clear enough in the set of his shoulders to catch the attention of the other members of the team.

"If there is one thing I do disagree with, it's S.H.I.E.L.D.'s policy on grieving. We are expected to move on after deaths, after losses. But as well-trained, as elite as any of you are, you're only human. That's all any of us are. And humans grieve, need to grieve, deserve to grieve," Phil says, rapidly losing steam. "If I'm sorry for anything it's for causing you grief that you were unable to express."

Jasper narrows his eyes. The subtle beeping in the background has picked up speed and with it, Phil's breathing rate. He takes a step forward.

"Phil…"

"We can't shoot from the hip here, Bill. We need to keep a level head, keep an eye out. You're close to Pym, see if you can get anything from him but be subtle about it. All right? We'll coordinate between the five of us and see if there's anything to suggest that something's gone wrong here."

Jasper stops where he is, confused.

"Phil?" he says questioningly. "What are you talking about?"

"You're making me a handler. That means you want someone handled," Phil says, staring at a spot just to his left.

Something's more than a little wrong here, Jasper knows. Your friend starts talking to thin air? Yeah, definitely something amiss. He approaches the bed, leaning over it and grasping Phil's wrists as Steve had done earlier.

"I'm getting Doctor Connors," Jackson says, moving quickly towards the door.

"Come on, Phil, snap out of it," he implores. "Eyes on me."

"It's okay boss."

Jasper freezes. Phil's white as a sheet, his eyes glazed as he breathes heavily. His nose has begun to bleed copiously as his heart monitor beeps frantically.

"This was never gonna work," Phil gasps.

"Cale, get Doc Connors in here _now._"

"If they didn't have something."

"Come on, Phil, come on, don't you do this to me."

"To."

When Phil abruptly passes out, Jasper is relieved for all of five seconds.

That's when the convulsions start.


End file.
